UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM ~~10-Q/A~~10-Q

~~Amendment No. 1~~

(Mark One)

~~[X]~~☒

QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

FOR THE QUARTERLY PERIOD ENDED MARCH 31, ~~2021~~2022

~~[ ]~~☐

TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

COMMISSION FILE NUMBER 000-25668

GLOBAL TECHNOLOGIES, LTD

(Exact name of registrant as specified in its charter)

Delaware

86-0970492

(State or other jurisdiction

of incorporation)

(IRS Employer

Identification No.)

510 1^st Ave N., Suite 901

St. Petersburg, FL

33701

(Address of principal executive offices)

(Zip Code)

(727)482-1505

Registrant’s telephone number, including area ~~code:~~ ~~(727) 482-1505~~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. Yes ~~[X]~~ ☒ No ~~[ ]~~☐

Indicate by check mark whether the registrant has submitted electronically, every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit). Yes ~~[X]~~ ☒ No ~~[ ]~~☐

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	~~[ ]~~☐
Non-accelerated filer	~~[X]~~☒	Smaller reporting company	~~[X]~~☒
		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 ~~[X]~~ ☒

Securities registered pursuant to Section 12(b) of the Act:

Title of Each Class		Trading Symbol(s)		Name of Each Exchange on Which Registered
Common Stock		GTLL		OTC Markets “PINK”

As of May ~~24, 2021,~~23, 2022, there were ~~14,980,293,609~~ 13,449,828,986 shares of registrant’s Class A common stock outstanding.

~~EXPLANATORY NOTE~~

The purpose of this Amendment No. 1 (this “Amendment”) to our Quarterly Report on Form 10-Q for the period ended March 31, 2021 (the “Form 10-Q”), as filed with the Securities and Exchange Commission (the “SEC”) on May 24, 2021, is solely to furnish Exhibit 101 to the Form 10-Q in accordance with Rule 405 of Regulation S-T. Exhibit 101 to this report provides the consolidated financial statements and related notes from the Form 10-Q formatted in XBRL (eXtensible Business Reporting Language).

This Amendment makes no other changes to the Form 10-Q as filed with the SEC on May 24, 2021, and no attempt has been made in this Amendment to modify or update the other disclosures presented in the Form 10-Q. This Amendment does not reflect subsequent events occurring after the original filing of the Form 10-Q (i.e., those events occurring after May 24, 2021) or modify or update in any way those disclosures that may be affected by subsequent events. Accordingly, this Amendment should be read in conjunction with the Form 10-Q and our other filings with the SEC.

GLOBAL TECHNOLOGIES, LTD

FORM 10-Q

FOR THE NINE MONTHS ENDED MARCH 31, ~~2021~~2022

INDEX

	PAGE
PART I - FINANCIAL INFORMATION

Item 1. Consolidated Financial Statements (Unaudited)
Condensed Consolidated Balance Sheets as of March 31, ~~2021~~2022 (Unaudited) and June 30, ~~2020~~2021	1
Condensed Consolidated Statements of Operations for the three and nine months ended March 31, 2022 and 2021 ~~and 2020~~ (Unaudited)	2
Condensed Consolidated Statements of Changes in Stockholders’ Equity (Deficiency) for the three and nine months ended March 31, 2022 and 2021 ~~and 2020~~ (Unaudited)	3
Condensed Consolidated Statements of Cash Flows for the nine months ended March 31, 2022 and 2021 ~~and 2020~~ (Unaudited)	4
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations	2630
Item 3. Quantitative and Qualitative Disclosure About Market Risk	3237
Item 4. Controls and Procedures	3337

PART II – OTHER INFORMATION

Item 1. Legal Proceedings	3438
Item 1A. Risk Factors	3438
Item 2. Recent Sales of Unregistered Securities; Use of Proceeds from Registered Securities	3438
Item 3. Defaults Upon Senior Securities	3438
Item 4. Mine Safety Disclosures	3438
Item 5. Other Information	3438
Item 6. Exhibits	3559
EXHIBIT INDEX	3538

SIGNATURES	3742

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.

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

This Quarterly Report on Form 10-Q for the period ended March 31, ~~2021~~2022 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.

	●	Various risks related to health epidemics, pandemics and similar outbreaks, such as the coronavirus disease 2019 (“COVID-19”) pandemic, which may have material adverse effects on our business, financial position, results of operations and/or cash flows.

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.

iii

GLOBAL TECHNOLOGIES, LTD

CONDENSED CONSOLIDATED BALANCE SHEETS


	March 31, 2021			June 30, 2020			March 31, 2022			June 30, 2021
		(Unaudited)					(Unaudited)
ASSETS
CURRENT ASSETS
Cash and cash equivalents	$	13,114		$	25		$	628,850		$	56,300
Accounts receivable		-			70,580			30,000			-
Loans receivable		-			104,812
Loan receivable, officer		15,007
Receivable, other		3,782			8,691
Inventory								12,402			-
Prepaid director’s compensation								-			12,000
Prepaid management services								33,333			-
Accrued interest receivable								6,277			-
Receivables, other								18,380			3,782
Total current assets		31,903			184,108			729,242			72,082
Property and equipment, less accumulated depreciation of $5,304 and $3,030		31,059			33,333
Investment in Global Clean Solutions, LLC		250,000			-
Property and equipment, less accumulated depreciation of $12,121 and $8,226								24,242			28,137
Notes receivable								250,000			-
Goodwill		946,646			1,346,646			473,323			473,323
Total other assets		1,227,705			1,379,979			747,565			501,460
TOTAL ASSETS	$	1,259,608		$	1,564,087		$	1,476,807		$	573,542

LIABILITIES AND STOCKHOLDERS’ DEFICIENCY

CURRENT LIABILITIES
Accounts payable	$	12,954		$	512,585		$	4,000		$	4,123
Accrued default interest								-			40,216
Accrued interest		9,062			75,510			35,042			18,975
Accrued director’s compensation		-			79,803
Notes payable-third parties		581,000			1,293,027			426,250			649,750
Default principal, notes payable-third parties								-			137,200
Loan payable, related party		2,756			525			3,072			11,999
Loan payable, other		2,250			-
Note payable-related party		-			124,800
Debt discounts-third parties		(259,726	)		(453,608	)
Debt discounts								(93,971	)		(251,235	)
Derivative liability		898,447			1,420,455			792,788			1,007,577
Total current liabilities		1,246,743			3,053,097			1,167,181			1,618,605

TOTAL LIABILITIES	$	1,246,743		$	3,053,097		$	1,167,181		$	1,618,605

STOCKHOLDERS’ DEFICIENCY
Preferred stock; 5,000,000 shares authorized, $.01 par value:
Series K; 3 shares authorized, par value $0.01, as of March 31, 2021 and June 30, 2020, there are 3 and 3 shares outstanding, respectively		-			-
Series L; 500,000 shares authorized, par value $0.01, as of March 31, 2021 and June 30, 2020, there are 255 and 10 shares outstanding, respectively		3			-
Common stock; 14,991,000,000 shares authorized, $.0001 par value, as of March 31, 2021 and June 30, 2020, there are 14,980,293,609 and 12,189,293,609 shares outstanding, respectively		1,498,029			1,218,929
STOCKHOLDERS’ EQUITY (DEFICIENCY)
Preferred stock; 5,000,000 shares authorized, $.01 par value:
Series K; 3 shares authorized, par value $0.01, as of March 31, 2022 and June 30, 2021, there are 3 and 3 shares outstanding, respectively								-			-
Series L; 500,000 shares authorized, par value $0.01, as of March 31, 2022 and June 30, 2021, there are 276 and 255 shares outstanding, respectively								3			3
Preferred stock value
Common stock; 14,991,000,000 shares authorized, $.0001 par value, as of March 31, 2022 and June 30, 2021, there are 13,449,828,986 and 14,680,293,609 shares outstanding, respectively								1,344,983			1,468,029
Additional paid- in capital Class A common stock		162,538,126			158,129,422			162,676,880			161,225,814
Additional paid- in capital preferred stock								1,385,112			1,282,310
Common stock to be issued		74,803			100,000			-			144,803
Accumulated deficit		(164,098,096	)		(160,937,361	)		(165,097,352	)		(165,166,022	)
Total stockholders’ equity (deficiency)		12,865			(1,489,010	)		309,626			(1,045,063	)

TOTAL LIABILITIES AND STOCKHOLDERS’ DEFICIENCY	$	1,259,608		$	1,564,087
TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY							$	1,476,807		$	573,542

The accompanying notes are an integral part of these consolidated financial statements.

GLOBAL TECHNOLOGIES, LTD

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(UNAUDITED)

For the three and nine months ended March 31, ~~2021~~2022 and ~~2020~~2021


	For the Three Months Ended March 31,						For the Nine Months Ended March 31,						For the Three Months Ended March 31,						For the Nine Months Ended March 31,
	2021			2020			2021			2020			2022			2021			2022			2021
Revenue earned
Revenue	$	15,000		$	548,350		$	15,000		$	548,350		$	11,927		$	15,000		$	106,927		$	15,000
Cost of goods sold		-			70,850						70,850			598			-			598			-
Gross profit		15,000			477,500			15,000			477,500			11,329			15,000			106,329			15,000

Operating Expenses
Officer and director compensation, including stock-based compensation of $10,000, $10,000, $20,000 and $40,000, respectively		20,000			40,000			60,000			80,000
Salaries		-			-			-			30,000
Operating Expenses:
Officer and director compensation, including stock-based compensation of $0, $10,000, $0 and $40,000, respectively														20,000			20,000			110,087			60,000
Depreciation expense		758			1,732			2,274			1,732			1,297			758			3,895			2,274
Consulting services		1,700			-			1,700			50,000			37,800			1,700			37,800			1,700
Professional services		81,662			2,636			101,412			14,636			28,189			81,662			74,169			101,412
Selling, general and administrative		17,056			15,048			161,766			33,488			36,584			17,056			95,836			161,766

Total operating expenses		121,176			59,416			327,152			209,856			123,870			121,176			321,787			327,152

Income (Loss) from operations		(106,176	)		(59,416	)		(312,152	)		267,644
Loss from operations														(112,541	)		(106,176	)		(215,458	)		(312,152	)

Other income (expenses)
Other income (expenses):
Investment income from Global Clean Solutions, LLC		-			-			12,197			-			-			-			-			12,197
Interest income		-			1,212			-			1,859			6,000			-			6,277			-
Forgiveness of debt and accrued interest		336,786			-			336,786			-			-			336,786			449,294			336,786
Gain (loss) on derivative liability		18,937,780			1,233,967			433,147			223,201			(84,948	)		18,937,780			478,047			433,147
Gain (loss) on issuance on notes payable		(2,600,575	)		-			(2,715,865	)		-			(63,038	)		(2,600,575	)		(217,393	)		(2,715,865	)
Interest expense		(59,561	)		(17,406	)		(150,965	)		(30,154	)		(9,428	)		(59,561	)		(51,084	)		(150,965	)
Amortization of debt discounts		(141,704	)		(1,076,357	)		(763,883	)		(1,246,642	)		(119,331	)		(141,704	)		(381,013	)		(763,883	)

Total other income (expenses)		16,472,726			141,416			(2,848,583	)		(1,051,736	)
Total other (expenses) income														(270,745	)		16,472,726			284,128			(2,848,583	)

Gain (loss) before provision for income taxes		16,366,550			559,500			(3,160,735	)		(784,092	)
(Loss) gain before provision for income taxes														(383,286	)		16,366,550			68,670			(3,160,735	)

Provision for income taxes		-			-			-			-						-			-			-

Net gain (loss)	$	16,366,550		$	559,500		$	(3,160,735	)	$	(784,092	)
Net (loss) income													$	(383,286	)	$	16,366,550		$	68,670		$	(3,160,735	)

Basic and diluted loss per common share	$	0.00		$	0.00		$	(0.00	)	$	(0.00	)
Basic and diluted (loss) income per common share													$	(0.00	)	$	0.00		$	0.00		$	(0.00	)

Weighted average common shares outstanding – basic and diluted		14,860,057,773			12,189,293,609			13,480,071,359			12,189,293,609			12,499,649,817			14,860,057,773			14,821,421,307			13,480,071,359

The accompanying notes are an integral part of these consolidated financial statements.

GLOBAL TECHNOLOGIES, LTD

CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS EQUITY (DEFICIENCY)

(UNAUDITED)

~~For the three and nine months ended March 31, 2021 and 2020~~

~~For the three months ended March 31, 2021 and 2020:~~


	For the three months ended March 31, 2022 and 2021:
	Series K				Series L										Common Stock			Additional
	Preferred stock				Preferred stock				Common Stock						to be			Paid in		Accumulated
	Shares		Amount		Shares		Amount		Shares			Amount			Issued			Capital		Deficit			Total

Balances at December 31, 2021 (Unaudited)		3		-		255		3		12,014,471,903			1,201,446			212,803			163,653,239		(164,714,066	)		353,425
Issuance of common stock for shares purchased through Regulation A offering		-		-		-		-		116,700,000			11,670			-			163,380		-			175,050
Replaced shares returned		-		-		-		-		1,100,000,000			110,000			(110,000	)		-		-			-
Issuance of common stock to noteholders in satisfaction of principal and interest		-		-		-		-		218,657,083			21,867			-			142,570		-			164,437
Issuance of Series L Preferred shares						21		-		-			-			(102,803	)		102,803		-			-
Net loss for the three months ended March 31, 2022		-		-		-		-		-			-			-			-		(383,286	)		(383,286	)
Balances at March 31, 2022 (Unaudited)		3	$	-		276	$	3		13,449,828,986		$	1,344,983		$	-		$	164,061,992	$	(165,097,352	)	$	309,626

Balances at December 31, 2020 (Unaudited)		3	$	-		10	$	-		14,795,683,162		$	1,479,568		$	120,000		$	157,999,103	$	(180,464,646	)	$	(20,865,975	)
Issuance of Series L Preferred stock in satisfaction of note payable		-		-		84		1		-			-			-			424,538		-			424,539
Issuance of Series L Preferred stock in satisfaction of note payable, related party		-		-		40		1		-			-			-			203,532		-			203,533
Issuance of Series L Preferred stock as reimbursement for shares returned to the Company		-		-		21		-		-			-			-			95,999		-			95,999
Issuance of Series L Preferred stock in satisfaction of consulting fees		-		-		100		1		-			-			-			499,999		-			500,000
Issuance of common stock to a noteholder in lieu of cash payment for principal and fees in the amount of $65,446		-		-		-		-		1,144,610,447			114,461			-			3,315,953		-			3,430,414
Return of common shares		-		-		-		-		(960,000,000	)		(96,000	)		-			-		-			(96,000	)
Common stock to be issued paid as cash		-		-		-		-		-			-			(55,197	)		-		-			(55,197	)
Common stock for services		-		-		-		-		-			-			10,000			-		-			10,000
Net income for the three months ended March 31, 2021		-		-		-		-		-			-			-			-		16,366,550			16,366,550
Balances at March 31, 2021 (Unaudited)		3	$	-		255	$	3		14,980,293,609		$	1,498,029		$	74,803		$	162,538,126	$	(164,098,096	)	$	12,865

Series K Series L
Common
Stock
Additional
Preferred stock Preferred stock Common Stock to be Paid in Accumulated
Shares Amount Shares Amount Shares Amount Issued Capital Deficit Total

Balances at December 31, 2020 (Unaudited) 3 $ - 10 $ - 14,795,683,162 $ 1,479,568
$
120,000 $ 157,999,103 $ (180,464,646 ) $ (20,865,975 )
Issuance of Series L Preferred stock in satisfaction of note payable - - 84 1 - - - 424,538 -
424,539

Issuance of Series L Preferred stock in satisfaction of note payable, related party - - 40 1 - - - 203,532 - 203,533
Issuance of Series L Preferred stock as reimbursement for shares returned to the Company - - 21 - - - - 95,999 - 95,999
Issuance of Series L Preferred stock in satisfaction of consulting fees - - 100 1 - - - 499,999 -
500,000

Issuance of common stock to a noteholder in lieu of cash payment for principal and fees in the amount of $65,446 - - - - 1,144,610,447 114,461 -
3,315,953
-
3,430,414

Return of common shares - - - -
(960,000,000
)
(96,000
) - - - (96,000 )
Common stock to be issued paid as cash - - - - - -
(55,197
) - -
(55,197
)
Common stock for services - - - - - - 10,000 - - 10,000
Net gain for the three months March 31, 2021 - - - - - - - - 16,366,550 16,336,550
Balances at March 31, 2021 (Unaudited)
3

$
-
255

$
3

14,980,293,609

$
1,498,029

$
74,803

$
162,538,126
$
(164,098,096
)
$
12,865

Balances at December 31, 2019 (Unaudited) 3 $ - 10 $ - 12,189,293,609 $ 1,218,929
$
80,000 $ 158,129,422 $ (161,730,012 ) $ (2,301,661 )
Net income for the three months March 31, 2020
559,500

559,500

Balances at March 31, 2020 (Unaudited) 3 $ - 10 $ - 12,189,293,609 $ 1,218,929
$
80,000 $ 158,129,422 $ (161,170,512 ) $ (1,742,161 )

	Shares		Amount		Shares		Amount		Shares			Amount			Issued			Capital			Deficit			Total
	For the nine months ended March 31, 2022 and 2021:
	Series K				Series L										Common Stock			Additional
	Preferred stock				Preferred stock				Common Stock						to be			Paid in			Accumulated
	Shares		Amount		Shares		Amount		Shares			Amount			Issued			Capital			Deficit			Total

Balances at July 1, 2021		3		-		255		3		14,680,293,609			1,468,029			144,803			162,508,124			(165,166,022	)		(1,045,063	)
Return of common shares as per court order		-		-		-		-		(2,991,000,000	)		(299,100	)		-			299,100			-			-
Return of common shares		-		-		-		-		(390,000,000	)		(39,000	)		68,000			(29,000	)		-			-
Issuance of replacement common shares		-		-		-		-		1,100,000,000			110,000			(110,000	)		-			-			-
Issuance of common stock for shares purchased through Regulation A offering		-		-		-		-		610,133,333			61,013			-			854,187			-			915,200
Issuance of common stock to noteholders in satisfaction of principal and interest		-		-		-		-		313,727,220			31,374			-			339,625			-			370,819
Cashless exercise of warrant		-		-		-		-		126,674,824			12,667			-			(12,667	)		-			-
Issuance of Series L Preferred shares		-		-		21		-		-			-			(102,803	)		102,803			-			-
Net income for the nine months ended March 31, 2022		-		-		-		-		-			-			-			-			68,670			68,670
Balances at March 31, 2022 (Unaudited)		3	$	-		276	$	3		13,449,828,986		$	1,344,983		$	-		$	164,061,992		$	(165,097,352	)	$	309,626

Balances at July 1, 2020		3	$	-		10	$	-		12,189,293,609		$	1,218,929			100,000		$	158,129,422		$	(160,937,361	)	$	(1,489,010	)
Issuance of common stock to a noteholder in lieu of cash payment for principal and fees in the amount of $196,765		-		-		-		-		3,751,000,000			375,100			-			3,184,634			-			3,559,734
Issuance of Series L Preferred stock in satisfaction of note payable		-		-		84		1											424,538						424,539
Issuance of Series L Preferred stock in satisfaction of note payable, related party						40		-											203,532						203,532
Issuance of Series L Preferred stock as reimbursement for shares returned to the Company						21		1											95,999						96,000
Issuance of Series L Preferred stock in satisfaction of consulting fees						100		1											499,999						500,000
Common stock to be issued paid as cash		-		-		-		-		-			-			(55,197	)		-			-			(55,197	)
Common stock for services																30,000									30,000
Return of common shares		-		-		-		-		(960,000,000	)		(96,000	)		-			-			-			(96,000	)
Net loss for the nine months March 31, 2021		-		-		-		-		-			-			-			-			(3,160,735	)		(3,160,735	)
Net Gain (loss)		-		-		-		-		-			-			-			-			(3,160,735	)		(3,160,735	)
Balances at March 31, 2021 (Unaudited)		3	$	-		255	$	3		14,980,293,609		$	1,498,029		$	74,803		$	162,538,126		$	(164,098,096	)	$	12,865

~~For the nine months ended March 31, 2021 and 2020:~~

Series K Series L
Common
Stock
Additional
Preferred stock Preferred stock Common Stock to be Paid in Accumulated
Shares Amount Shares Amount Shares Amount Issued Capital Deficit Total

Balances at July 1, 2020 3 $ - 10 $ - 12,189,293,609 $ 1,218,929 100,000 $ 158,129,422 $ (160,937,361 ) $ (1,489,010 )
Issuance of common stock to a noteholder in lieu of cash payment for principal and fees in the amount of $196,765 - - - - 3,751,000,000
375,100
-
3,184,634
-
3,559,734

Issuance of Series L Preferred stock in satisfaction of note payable - -
84

1

424,538

424,539

Issuance of Series L Preferred stock in satisfaction of note payable, related party
40
- 203,532
203,532

Issuance of Series L Preferred stock as reimbursement for shares returned to the Company
21
1 95,999
96,000

Issuance of Series L Preferred stock in satisfaction of consulting fees 100 1 499,999
500,000

Common stock to be issued paid as cash - - - - - -
(55,197
) - -
(55,197
)
Common stock for services 30,000 30,000
Return of common shares - - - - (960,000,000 ) (96,000 ) - - - (96,000 )
Net loss for the nine months March 31, 2021 - - - - - - - - (3,160,735 ) (3,160,735 )
Balances at March 31, 2021 (Unaudited) 3 $ - 255 $ - 14,980,293,609 $ 1,498,029 $ 74,803 $ 162,538,124 $ (164,098,096 ) $ 12,865

Balances at July 1, 2019 - $ - - $ - 12,189,293,609 $ 1,218,929 $ 60,000 $ 158,069,422 $ (160,386,420 ) $ (1,038,065 )
Common stock for services - - - - - - 20,000 - - 20,000
Issuance of Series L preferred stock in satisfaction of compensation due for consulting fees - - 10 - - - - 50,000 - 50,000
Issuance of Series K preferred stock in satisfaction of services rendered as an officer 3 - - - - - - 10,000 - 10,000
Net loss for the nine months ended March 31, 2020 - - - - - - - - (784,092 ) (784,092 )
Balances at March 31, 2020 (Unaudited) 3 $ - 10 $ - 12,189,293,609 $ 1,218,929 $ 80,000 $ 158,129,422 $ (161,170,512 ) $ (1,742,161 )

The accompanying notes are an integral part of these consolidated financial statements.

GLOBAL TECHNOLOGIES, LTD

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(UNAUDITED)

For the nine months ended March 31, ~~2021~~2022 and ~~2020~~2021

		March 31, 2021			March 31, 2020				March 31, 2022			March 31, 2021

OPERATING ACTIVITIES:
Net income (loss)		$	(3,160,735	)	$	(784,092	)	$	68,670		$	(3,160,735	)
Adjustment to reconcile net loss to net cash provided by operating activities:
Issuance of common stock for conversion fees			130,319			-			-			130,319
Common stock to be issued for director fees			30,000			20,000			-			30,000
Issuance of Series L Preferred stock for consulting services			-			50,000
Issuance of Series K Preferred stock for consulting services			-			10,000
Derivative liability loss (gain)			(433,147	)		(223,201	)		(478,047	)		(433,147	)
Forgiveness of debt and accrued interest			(336,786	)		-			(449,294	)		(336,786	)
Loss on issuance of notes payable			2,715,865			-			217,393			2,715,865
Depreciation			2,274			1,732			3,895			2,274
Amortization of debt discounts			763,883			1,246,642			381,013			763,883
Changes in operating assets and liabilities:
Accounts receivable			70,580			(197,000	)		(30,000	)		70,580
Loans receivable			104,812			-			-			104,812
Loan receivable, officer			(15,007	)		-			-			(15,007	)
Inventory									(12,402	)		-
Prepaid director’s compensation									12,000			-
Prepaid management services									(33,333	)		-
Accrued interest receivable									(6,277	)		-
Receivable, other			4,909			-			(14,598	)		4,909
Accounts payable			369			13,550			(123	)		369
Accrued interest, net			7,203			30,154			60,227			7,203
Accrued director’s compensation, net			(539	)		60,000			-			(539	)
Net cash (used in) provided by operating activities			(116,000	)		227,785			(280,876	)		(116,000	)

INVESTING ACTIVITIES:
Investment in subsidiaries			-			(1,346,646	)
Purchase of equipment			-			(36,363	)
Note receivable long-term									(250,000	)		-
Net cash (used in) by investing activities			-			(1,383,009	)		(250,000	)		-

FINANCING ACTIVITIES:
Borrowings from loans payable			4,481			-			-			4,481
Issuance of convertible note for acquisition			-			2,000,000
Issuance of stock for Regulation A financing									915,200			-
Repayments under loans payable-related parties									(8,927	)		-
Repayments under notes payable									(26,597	)		-
Payments on convertible notes			(215,392	)		(862,077	)		-			(215,392	)
Borrowings from notes payable			340,000			31,000			223,750			340,000
Net cash provided by financing activities			129,089			1,168,923			1,103,426			129,089

NET INCREASE IN CASH AND CASH EQUIVALENTS			13,089			13,699			572,550			13,089

CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD			25			-			56,300			25

CASH AND CASH EQUIVALENTS, END OF PERIOD		$	13,114		$	13,699		$	628,850		$	13,114

Supplemental Disclosures of Cash Flow Information:
Taxes paid		$	-		$	-		$	-		$	-
Interest paid		$	-		$	-		$	-		$	-

Non-cash investing and financing activities:
Issuance of convertible note for acquisition of Global Clean Solutions, LLC membership units		$	250,000		$	-		$	-		$	250,000
Reduction of Jetco note in the amount per agreement applied to acquisition of subsidiaries		$	400,000		$	-		$	-		$	400,000
Issuance of common stock for debt		$	63,946		$			$	370,819		$	63,946
Issuance of Series L Preferred stock for payment of notes payable and accrued interest	$		628,071		$			$	-		$	628,071
Cancellation of common stock as per court order								$	299,100		$	-
Cancellation of common stock to be issued								$	212,803		$	-

The accompanying notes are an integral part of these consolidated financial statements

GLOBAL TECHNOLOGIES, LTD

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

For the nine months ended March 31, 2022 and 2021 ~~and 2020~~ (Unaudited)

NOTE A – ORGANIZATION

Overview

Global Technologies, Ltd. (hereinafter the “Company”, “Our”, “We”, or “Us”) is a publicly quoted company that 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 501 1^stAve N., Suite 901, St. Petersburg, FL 33701 and our telephone number is (727) 482-1505. Our website address is www.globaltechnologiesltd.info. We have included our website address in this quarterly report solely as an inactive textual reference.

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.

On November 30, 2019, the Company entered into a Purchase and Sale Agreement (the “Agreement”) for the purchase of TCBM Holdings, LLC (“TCBM”). Under the terms of the Agreement, the Company issued a Convertible Promissory Note (the “Note”) in the amount of ~~$2,000,000~~$2,000,000 to Jetco Holdings, LLC for the purchase of all issued and outstanding membership units of TCBM and its subsidiaries, HMNRTH, LLC and 911 Help Now, LLC. Please see NOTE GH – NOTES PAYABLE, THIRD PARTIES for further information.

On March 11, 2020, the Company, through its two wholly owned subsidiaries, HMNRTH, LLC (the “Seller”) and TCBM Holdings, LLC (the “Owner”) (together Seller and Owner the “Selling Parties”) entered into an Asset Purchase Agreement (the “Agreement”) with Edison 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~~$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)~~(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 on March 11, ~~2020.~~2020. As of the date of this filing, the Company has received the 238,750 shares of restricted common stock valued at ~~$477,500~~$477,500 and cash compensation of ~~$70,850~~$70,850 due under the terms of the Agreement. The shares were subsequently transferred to the principal of Jetco Holdings, LLC as payment against the November 30, 2019 Convertible Promissory Note issued by the Company. Please see NOTE GH - NOTES PAYABLE, THIRD PARTIES for further information.

On September 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 by Global Clean Solutions, LLC (“Global”) and held in the name of Graphene 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.~~$250,000. Please see NOTE GH - NOTES PAYABLE, THIRD PARTIES for further information.

Our wholly owned subsidiaries:

About TCBM Holdings, LLC

TCBM Holdings, LLC (“TCBM”) was formed as a Delaware limited liability company on August 10, 2017. TCBM is a holding corporation, which operated through its two wholly owned subsidiaries, HMNRTH, LLC and 911 Help Now, LLC.

On December 28, 2020, the Company, through its wholly owned subsidiary TCBM Holdings, LLC, entered into an Amendment to Management Agreement (the “Amendment”) by and between Vinco Ventures, Inc. (f/k/a Edison Nation, Inc.) and Scalematix, LLC (together, the “Company”), TCBM Holdings, LLC and Graphene Holdings, LLC. Under the terms of the Amendment, TCBM Holdings, LLC agreed to transfer all benefits and obligations under the Management Agreement dated August 12, 2019 to Graphene Holdings, LLC and its owner Timothy Cabrera in consideration for the reduction of outstanding principal in the amount of ~~$400,000~~$400,000 against the Convertible Promissory Note issued to Jetco Holdings, LLC on November 3, 2019 by Global Technologies, Ltd, the parent of TCBM Holdings, LLC.

GLOBAL TECHNOLOGIES, LTD

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

For the nine months ended March 31, 2022 and 2021 ~~and 2020~~ (Unaudited)

NOTE A – ORGANIZATION (cont’d)

About HMNRTH, LLC

HMNRTH, LLC (“HMN”) was formed as a Delaware limited liability company on July 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.

In September 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 the FTC 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.

About 911 Help Now, LLC

911 Help Now, LLC (“911”) was formed as a Delaware limited liability company on February 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.

GLOBAL TECHNOLOGIES, LTD

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

For the nine months ended March 31, 2022 and 2021 ~~and 2020~~ (Unaudited)

NOTE A – ORGANIZATION (cont’d)

About Markets on Main, ~~LLC~~Inc.

Markets on Main, LLC (“MOM”) was formed as a Florida limited liability company on April 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.

On ~~November 5, 2020,~~January 3, 2022, the Company ~~through its wholly owned subsidiary Markets on Main, LLC (“Licensor”),~~filed Articles of Conversion with the State of Florida to convert MOM from a limited liability company to a Florida profit corporation. Simultaneous with the filing of the Articles of Conversion, the Company filed Articles of Incorporation for MOM.

On January 19, 2022, MOM entered into ~~a Platform License~~an Exclusive Distribution Agreement (the ~~“License~~“Distribution Agreement”) with ~~Honey Badger Media,~~Amfluent, LLC ~~(the “Licensee”~~(“Amfluent”). Under the terms of the ~~License~~Distribution Agreement, ~~the Company grants the Licensee a perpetual, non-exclusive license to operate the Platform, fulfillment opportunities and its related technologies.~~ ~~In consideration~~MOM will become an exclusive distributor for the ~~License,~~promotion and sale of products carried by Amfluent. As the ~~Licensee~~exclusive distributor, MOM shall ~~pay~~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 ~~Licensor~~Distribution Agreement for an additional term.

About Tersus Power, Inc. (Delaware)

Tersus Power, Inc. (“Tersus”) (Delaware) was formed as a ~~fee equal to twenty percent (20%)~~wholly owned subsidiary as per the terms of the ~~Net Profits generated from Licensee’s clients through~~Share Exchange Agreement entered into with Tersus Power, Inc., a Nevada corporation, and the ~~Platform.~~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 the State of Delaware on March 15, 2022.

Investment:

About Global Clean Solutions, LLC

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

~~Consultants~~The Company elected to impair its investment in Global Clean during the year ended June 30, 2021 as it does not anticipate generating any further revenue from this investment.

Consulting Services:

On ~~January 2, 2020,~~May 10, 2021, the Company entered into a Consulting Agreement (the “Agreement”) with ~~Timothy Cabrera (the “Consultant”~~CoroWare, Inc. (“CoroWare”). Under the terms of the Agreement, the ~~Consultant~~Company is to ~~provide services to further~~prepare the ~~business plan of~~following financial reports for CoroWare: (i) Registration Statement and all subsequent amendments, (ii) Quarterly Reports for the ~~Company’s subsidiaries, seek~~periods ended March 31, 2021, June 30, 2021 and ~~advise~~September 30, 2021, and (iii) Annual Report for the ~~Company on the acquisition of potential products, seek acquisition candidates and on the sale of any inventory.~~period ended December 31, 2021. The Agreement ~~has~~shall have a term of one (1) year ~~and~~or until CoroWare’s Annual Report is filed with OTC Markets or the ~~Consultant is to~~SEC. The Company shall be compensated ~~Two Hundred Fifty Thousand and NO/100 Dollars ($250,000)~~a total of $45,000 in three equal payments of $15,000. ~~On February 15, 2021,~~As of March 31, 2022, the Company issued fifty shares of the Company’s Series L Preferred Stock to the Consultant in satisfaction of $250,000 cash compensation due for past consulting services. All compensation due under the Agreement has ~~been satisfied.~~received $45,000 compensation.

On ~~January 2, 2020,~~December 16, 2021, the Company entered into a Consulting Agreement (the “Agreement”) with ~~Brian McFadden (the “Consultant”~~Palisades Holding Corp, Inc. (“Palisades”). Under the terms of the Agreement, the ~~Consultant~~Company is to ~~provide services~~prepare a Registration Statement on Form S-1 (the “Registration Statement”) and all subsequent amendments to ~~manage~~ the ~~Company’s HMNRTH subsidiary, manage the process of new CBD formulas from development to sale, seek and advise the Company on the acquisition of potential products and on the sale of any inventory.~~Registration Statement. The Agreement ~~has a term of one (1) year and~~shall remain in effect for the Consultant is to be compensated Two Hundred Fifty Thousand and NO/100 Dollars ($250,000). On February 15, 2021, the Company issued fifty shares of the Company’s Series L Preferred Stock to the Consultant in satisfaction of $250,000 cash compensation due for past consulting services. All compensation due under the Agreement has been satisfied.

On August 22, 2019, the Company entered into a Consulting Agreement (the “Agreement”) with Sylios Corp (the “Consultant”), an entity controlled by the Company’s President, Jimmy Wayne Anderson. Under the terms of the Agreement, the Consultant is to provide services related to acquisitions, mergers and certain day to day tasks of managing a public company. As compensation, the Company shall pay Consultant $50,000 through the issuance of ten (10) shares of the Company’s Series L Preferred Stock. The Company issued the shares of Series L Preferred Stock on September 2, 2019. The Agreement had a termearlier of six (6) months or until Palisade’s Registration Statement is filed with the ~~Consultant~~SEC. 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 of March 31, 2022, the Company has received $- compensation.

On January 12, 2022, the Company entered into a Fee Agreement (the “Agreement”) for the preparation of a registration statement on Form 1-A and all follow up correspondence with the appropriate regulatory agencies. As of March 31, 2022, the Company has received $10,000 compensation. As of the date of this filing, the Company has completed ~~the services requested. The services~~all required work under the Agreement.

On February 1, 2022, the Company entered into a Letter Agreement (the “Agreement”) with Donohoe Advisory Services, Inc. (“Donohoe”) to provide assistance to the Company in support of the Company’s efforts to obtain a listing on a national securities exchange. Under the terms of the Agreement, the Company shall pay Donohoe an initial retainer in the amount of $17,500 and if successful a “success fee” in the amount of $10,000 in cash or registered shares of common stock.

Share Exchange Agreement with Tersus Power, Inc. (Nevada)

On November 17, 2021, the Company entered into a Letter of Intent to acquire Tersus Power, Inc. (“Tersus Power”). On March 9, 2022, the Company entered into a Share Exchange Agreement (the “Exchange Agreement”) with Tersus 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.”, a Delaware 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, and FINRA 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 ~~satisfied.~~terminated and the transactions therein contemplated shall have been abandoned, the closing of the Exchange (the “Closing”) will take place at 5:00 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 before June 30, 2022.

About Tersus Power, Inc.

Tersus Power Inc. was founded in 2020 as a contract manufacturer that will build and deliver Modular Hydrogen Fueling stations across the U.S and Canada. Tersus Power is located in Nevada 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 the Pittsburgh, PA metroplex.

Tersus Power bases its Gen3 Modular Hydrogen Fueling Station on the PowerTap PT50, which was originally developed and manufactured by Nuvera in cooperation with the Department of Energy. Tersus Power’s next generation modular Hydrogen fueling station will utilize the patented solutions developed by Nuvera and the Department 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.

GLOBAL TECHNOLOGIES, LTD

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

For the nine months ended March 31, 2022 and 2021 (Unaudited)

NOTE A – ORGANIZATION (cont’d)

The station production equipment will be housed in a modular steel-hardened exoskeleton platform similar to a 40-foot shipping container, depending on the production requirements for a given site. The platform would contain a fully operational hydrogen production system. Each fueling station will be preassembled and rigorously tested in Tersus Power’s manufacturing facility to ensure minimum configuration at time of delivery. The design enhanced side panels that cover the structure will give it a permanent look and feel while providing further stability to the structure as a whole. The panels will be removable to provide access to production equipment for the purposes of maintenance and repair.

The modular fueling station will be placed on site at existing fueling stations on a prepared concrete pad that could support a more permanent installation. This approach allows for a narrowly focused permitting process which is necessary to connect the modular fueling stations to on-site utilities supporting the production of hydrogen. This approach eliminates the costly need to transport hydrogen from large-scale “refineries” to fueling stations.

Tersus Power generated over $2 million in revenue during 2021 by providing engineering services contracts in the hydrogen industry. There are no guarantees that the proposed transaction will close.

Tersus Power’s assets and liabilities at March 31, 2022 are as follows:

SCHEDULE OF ASSETS AND LIABILITIES

Assets
Current Assets
Cash and cash equivalents	$	34,845
Accounts receivable		-
Prepaid expenses		100,000
Total current assets		134,845

Property and Equipment, Net		132,690
Total assets	$	267,535

Liabilities and Stockholders’ Deficit
Current Liabilities
Accounts payable and accrued expenses	$	141,305
Deferred revenue		95,451
Notes payable – current		250,000
Total liabilities		486,756

Stockholders’ Deficiency
Common stock $ 0.001 par value, 200,000,000 shares authorized, 10,000,000 issued and outstanding		10,000
Accumulated deficit		(229,221	)
Total stockholders’ deficiency		(219,221	)
Total liabilities and stockholders’ deficiency	$	267,535

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 March 31, ~~2021~~2022 and the results of operations, changes in stockholders’ equity, and cash flows for the periods presented. The results of operations for the three and nine months ended March 31, ~~2021~~2022 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, ~~2020~~2021 as filed with the Securities and Exchange Commission on ~~December 21, 2020.~~October 13, 2021. 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, ~~2020,~~2021, and updated, as necessary, in this Quarterly Report on Form 10-Q.

GLOBAL TECHNOLOGIES, LTD

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

For the nine months ended March 31, 2022 and 2021 ~~and 2020~~ (Unaudited)

NOTE B – BASIS OF PRESENTATION (cont’d)

As used herein, the terms the “Company,” “Global Technologies” “we,” “us,” “our” and similar refer to Global Technologies, Ltd, a corporation that 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.

As of ~~December~~March 31, ~~2020,~~2022, Global Technologies had ~~four~~five wholly-owned subsidiaries: TCBM Holdings, LLC (“TCBM”), HMNRTH, LLC (“HMNRTH”), 911 Help Now, LLC (“911”) ~~and~~, Markets on Main, LLC (“MOM”) and Tersus Power, Inc. (“Tersus”). As of ~~December~~March 31, ~~2020,~~2022, the Company had a minority investment in one entity, Global Clean Solutions, LLC.

~~COVID-19~~

COVID-19 has caused and continues to cause significant loss of life and disruption to the global economy, including the curtailment of activities by businesses and consumers in much of the world as governments and others seek to limit the spread of the disease, and through business and transportation shutdowns and restrictions on people’s movement and congregation.

As a result of the pandemic, we have experienced, and continue to experience, weakened demand for our CBD products. Many of our wholesale and retail customers have been unable to sell our products in their stores due to government-mandated closures and have deferred or significantly reduced orders for our products. We expect these trends to continue until such closures are significantly curtailed or lifted. In addition, the pandemic has reduced foot traffic in their stores where our products are sold that remain open, and the global economic impact of the pandemic has temporarily reduced consumer demand for our products as they focus on purchasing essential goods.

Given these factors, the Company anticipates that the greatest impact from the COVID-19 pandemic will occur in the third and fourth quarters of fiscal 2020 and first quarter of fiscal 2021 and will most likely result in a significant delay in the buildout of our Markets on Main operations.

In addition, certain of our suppliers and the manufacturers of certain of our products were adversely impacted by COVID-19. As a result, we faced delays or difficulty sourcing products, which negatively affected our business and financial results. Even if we are able to find alternate sources for such products, they may cost more and cause delays in our supply chain, which could adversely impact our profitability and financial condition.

We have taken actions to protect our employees in response to the pandemic, including closing our corporate office and requiring our office employee to work from home. At the manufacturing facility where our HMNRTH CBD products are produced, certain practices have been taken into effect to safeguard workers, including a staggered work schedule, and shortening of the work week. If this were to continue, it may significantly delay our ability to have product produced for delivery.

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, ~~2020~~2021 filed with the Securities and Exchange Commission on ~~December 21, 2020.~~October 13, 2021.

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.

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 no0 cash equivalents. The Company has cash on deposit at one financial institution which, at times, may be in excess of Federal Deposit Insurance Corporation (“FDIC”) insurance limits. The Company has not experienced losses in such accounts and periodically evaluates the creditworthiness of its financial institutions. In the future, the Company may reduce its credit risk by placing its cash and cash equivalents with major financial institutions. The Company had approximately $628,850 of cash and cash equivalents at March 31, 2022 of which none was held in foreign bank accounts and $378,850 was not covered by FDIC insurance limits as of March 31, 2022.

GLOBAL TECHNOLOGIES, LTD

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

For the nine months ended March 31, 2022 and 2021 ~~and 2020~~ (Unaudited)

NOTE C - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (cont’d)

Accounts Receivable and Allowance for Doubtful ~~Accounts:~~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 March 31, ~~2021~~2022 and ~~2020,~~2021, an allowance for doubtful accounts was not considered necessary as all accounts receivable were deemed collectible.

Accounts receivable – related party and allowance for doubtful accounts

Accounts receivable – related party are presented net of an allowance for doubtful accounts. The Company maintains allowances for doubtful accounts for estimated losses. The Company reviews the accounts receivable on a periodic basis and makes general and specific allowances when there is doubt as to the collectability of individual balances. In evaluating the collectability of individual receivable balances, the Company considers many factors, including the age of the balance, a customer’s historical payment history, its current credit-worthiness and current economic trends. Accounts are written off after exhaustive efforts at collection.

Management believes that the accounts receivable is fully collectable. Therefore, no allowance for doubtful accounts is deemed to be required on its accounts receivable – related party at March 31, ~~2021.~~2022.

Concentrations of Risks

Concentration of Accounts Receivable –At March 31, 2022 and June 30, 2021, the Company had ~~a loan~~accounts receivable ~~officer~~ in the amount of ~~$15,007.~~$30,000 and $-, respectively. The accounts receivable at March 31, 2022 consisted of two consulting clients.

Concentration of Revenues – For the nine months ended March 31, 2022 and 2021,, the Company generated ~~$15,000~~revenue of $106,927 and $15,000, respectively. The revenue for the nine months ended March 31, 2022, consisted of $105,000 from consulting ~~services.~~services and $1,927 from the sale of the “Sculpt Baby” product sold under its Exclusive Distribution Agreement with Amfluent, LLC.

Concentration of Suppliers – The Company relies on a limited number of suppliers and contract manufacturers. In particular, a single supplier is currently the sole manufacturer of the Company’s CBD ~~products.~~products and a sole supplier is currently the sole manufacturer of the “Sculpt Baby” product sold under its Exclusive Distribution Agreement with Amfluent, LLC.

Concentration of Loans Receivable, Other ~~– At~~ –At March 31, 2022 and June 30, 2021, the Company had $18,380 and $3,782 in loans receivable, other. At March 31, 2022 and June 30, 2021, one borrower accounted for ~~100%~~100% of the Company’s total loans ~~receivable.~~receivable, other. The one borrower is controlled by the Company’s sole officer and director.

Inventory

Inventory is recorded at the lower of cost or net realizable value on a first-in, first-out basis. The Company reduces the carrying value of inventories for those items that are potentially excess, obsolete, or slow moving based on changes in customer demand, technology developments, or other economic factors. At March 31, 2022, the Company had $12,420 in inventory of which 100% consisted of the “Sculpt Baby” product sold under the Exclusive Distribution Agreement with Amfluent, LLC.

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 March 31, ~~2021~~,2022, 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.

GLOBAL TECHNOLOGIES, LTD

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

For the nine months ended March 31, 2022 and 2021 ~~and 2020~~ (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 I - DERIVATIVE LIABILITY for further information.

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.

On September 3,03, 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”), representing a twenty five percent ownership, issued by Global Clean Solutions, LLC (“~~Global”~~Global Clean”) and held in the name of Graphene Holdings, LLC (“Graphene”) to the Company. The Company reviews its investments for impairment on a quarterly basis. ~~After reviewing~~During the ~~status of Global’s financial condition,~~year ended June 30, 2021, the Company ~~has determined that no impairment of~~elected to impair its investment ~~is necessary for~~in Global Clean as it does not anticipate generating any further revenue from its investment. For the nine months ended March 31, ~~2021. For the three and nine months ended~~ ~~March 31, 2021,~~2022, there were no similar transactions with ~~third-parties and no downward or upward adjustments were appropriate during the quarter.~~third-parties.

09/03/2020 03/31/2021

Global Clean Solutions, LLC $ 250,000 $ 250,000
Total investments $ 250,000 $ 250,000

SCHEDULE OF INVESTMENTS

	March 31, 2022		September 03, 2020

Global Clean Solutions, LLC	$	-	$	250,000
Total investments	$	-	$	250,000

The above investment does not have a readily determinable fair value, as identified in ASC 321-10-35-2, and each investment is measured at cost less impairment. The Company monitors the investment for any changes in observable prices from orderly transactions. ~~For~~

On September 22, 2021, Graphene forgave all unpaid principal and interest on the ~~nine months ended~~ ~~March 31, 2021~~,Convertible Promissory Note issued by the Company ~~generated $12,197 investment income from~~on September 3, 2020 in the acquisition of Graphene’s 25% ownership interest in Global Clean. The Company retained its ~~investment~~25% ownership in ~~Global.~~Global Clean but does not expect to generate any future revenue through its investment.

GLOBAL TECHNOLOGIES, LTD

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

For the nine months ended March 31, 2022 and 2021 ~~and 2020~~ (Unaudited)

NOTE C - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (cont’d)

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.

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 ~~prior~~continue to ~~the period ended March 31, 2021, were~~be recognized when control of the goods ~~was~~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. ~~During~~Based on the ~~three months ended March 31, 2021,~~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, ~~were~~was not impacted by the adoption of the new revenue standards.

Service revenue is recognized ~~from~~when the professional consulting, maintenance or other ancillary services ~~that were started and completed during~~are provided to the ~~quarter with a single client.~~customer.

GLOBAL TECHNOLOGIES, LTD

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

For the nine months ended March 31, 2022 and 2021 ~~and 2020~~ (Unaudited)

NOTE C - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (cont’d)

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.

Loss per Share

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 nine months ended March 31, ~~2021~~2022 and ~~2020,~~2021, the Company excluded ~~166,523,810~~2,689,890,710 and ~~5,309,000,000,~~166,523,810, respectively, shares relating to convertible notes payable to third parties (Please see NOTE GH - NOTES PAYABLE, THIRD PARTIES for further information). For the three months ended March 31, ~~2021~~2022 and ~~2020,~~2021, the dilutive securities were still considered anti-dilutive as there is a net loss per share when eliminating transactions related to the convertible notes payable.

GLOBAL TECHNOLOGIES, LTD

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

For the nine months ended March 31, 2022 and 2021 ~~and 2020~~ (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 will be effective for fiscal years beginning after December 15, 2019, including interim periods within those fiscal years. We are currently evaluating the impact of the adoption of ASU 2016-13 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 is effective for us on July 1, ~~202~~4,2024, including interim periods within those fiscal years. Adoption is either a modified retrospective method or a fully retrospective method of transition. We are currently evaluating the impact of the adoption of ASU 2020-06 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~~Goodwill

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 periodically.

Intangible Assets

Intangible assets are stated at the lesser of cost or fair value less accumulated amortization. Please see NOTE D – ACQUISITION OF TCBM HOLDINGS, LLC for further information.

GLOBAL TECHNOLOGIES, LTD

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

For the nine months ended March 31, 2022 and 2021 ~~and 2020~~ (Unaudited)

NOTE D – ACQUISITION OF TCBM HOLDINGS, LLC

On November 30, 2019, the Company acquired ~~100%~~100% ownership of TCBM Holdings, LLC (“TCBM”) and TCBM’s two wholly owned subsidiaries, HMNRTH, LLC and 911 Help Now, LLC. The combination has been accounted for in the accompanying consolidated financial statements as an “acquisition” transaction. Accordingly, the financial position and results of operation of the Company prior to November 30, 2019 has been excluded from the accompanying consolidated financial statements. The Company acquired a ~~100%~~100% interest in exchange for a Convertible Promissory Note in the amount of ~~$2,000,000.~~$2,000,000.

Details regarding the book values and fair values of the net assets acquired are as follows:

SCHEDULE OF FAIR VALUE OF NET ASSETS ACQUIRED

	Book Value		Fair Value		Difference
		(Unaudited)		(Unaudited)		(Unaudited)
Cash	$	546,411	$	546,411	$	-
Inventory		70,580		70,580		-
Property and Equipment		36,363		36,363		-
Total	$	653,354	$	653,354	$	-

~~Acquisitions~~Goodwill and Intangibles

Goodwill is recorded when the cost of acquired businesses exceeds the fair value of the identifiable net assets acquired. Intangible assets other than goodwill are recorded at fair value at the time acquired or at cost, if applicable. Intangible assets that do not have indefinite lives are amortized in line with the pattern in which the economic benefits of the intangible asset are consumed. If the pattern of economic benefit cannot be reliably determined, the intangible assets are amortized on a straight-line basis over the shorter of the legal or estimated life. Goodwill and indefinite-lived intangibles assets are not amortized but are tested for impairment in the fourth quarter using the same dates each year or more frequently if changes in circumstances or the occurrence of events indicate potential impairment.

In performing the annual impairment test, the fair value of each indefinite-lived intangible asset is compared to its carrying value and an impairment charge is recorded if the carrying value exceeds the fair value. For goodwill, the Company first assesses qualitative factors to determine whether it is more-likely-than-not that the fair value of a reporting unit is less than its carrying amount, and whether it is necessary to perform the quantitative goodwill impairment test. The quantitative test is required only if the Company concludes that it is more-likely-than-not that a reporting unit’s fair value is less than its carrying amount. For quantitative testing, the Company compares the fair value of each reporting unit with its carrying amount. If the carrying amount exceeds the fair value, an impairment charge is recognized for the amount by which the carrying amount exceeds the reporting unit’s fair value, not to exceed the total amount of goodwill allocated to that reporting unit.

Fair values are determined using established business valuation techniques and models developed by the Company, estimates of market participant assumptions of future cash flows, future growth rates and discount rates to value estimated cash flows. Changes in economic and operating conditions, actual growth below the assumed market participant assumptions or an increase in the discount rate could result in an impairment charge in a future period.

Acquisitions

Upon acquisition of a business, the Company uses the income, market or cost approach (or a combination thereof) for the valuation as appropriate. The valuation inputs in these models and analyses are based on market participant assumptions. Market participants are considered to be buyers and sellers unrelated to the Company in the principal or most advantageous market for the asset or liability.

Fair value estimates are based on a series of judgments about future events and uncertainties and rely heavily on estimates and assumptions. Management values property, plant and equipment using the cost approach supported where available by observable market data, which includes consideration of obsolescence. Management values acquired intangible assets using the relief from royalty method or excess earnings method, forms of the income approach supported by observable market data for peer companies. The significant assumptions used to estimate the value of the acquired intangible assets include discount rates and certain assumptions that form the basis of future cash flows (such as revenue growth rates, customer attrition rates, and royalty rates). Acquired inventories are marked to fair value for valuation of the total purchase price. For certain items, the carrying value is determined to be a reasonable approximation of fair value based on information available to the Company.

SCHEDULE OF ASSETS ACQUIRED

Assets acquired	As of November 30, 2019		As of November 30, 2019

Cash	$	546,411	$	546,411
Inventory (i)		70,580		70,580
Property, plant and equipment (ii)		36,363		36,363
		653,354
Assets acquired excluding goodwill				653,354
Goodwill (iii)		1,346,646		1,346,646
Total purchase price	$	2,000,000	$	2,000,000

(i)	Inventories acquired were sold on March 11, 2020
(ii)	Property, plant and equipment acquired includes computers, software and other office equipment.
(iii)	Goodwill is recorded when the cost of acquired businesses exceeds the fair value of the identifiable net assets acquired.

GLOBAL TECHNOLOGIES, LTD

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

For the nine months ended March 31, 2022 and 2021 (Unaudited)

NOTE D – ACQUISITION OF TCBM HOLDINGS, LLC (cont’d)

The changes in the carrying amount of goodwill for the period from November 30, 2019 through March 31, ~~2021~~2022 were as follows:

SCHEDULE OF GOODWILL

Balance as of November 30, 2019	$	1,346,646		$	1,346,646
Additions and adjustments		(400,000	)		(873,323	)
Balance as of March 31, 2021	$	946,646
Balance as of March 31, 2022				$	473,323

For the nine months ended March 31, 2022 and year ended June 30, 2021, the Company recorded an impairment of goodwill in the amount of $0 and $873,323, respectively. During the fourth quarter of fiscal 2021 (second calendar quarter of 2021), the Company performed an interim goodwill impairment analysis on the TCBM Holdings, LLC acquisition and its $946,646 goodwill balance based on assessed potential indicators of impairment, including recent disruptions to the domestic CBD market resulting from the COVID-19 pandemic, the increasing uncertainty of near-term demand requirements, supply constraints and financing constraints. In the previous 2020 annual goodwill impairment evaluation, this reporting unit had a fair value of approximately 100% of the carrying value. The impairment assessment and valuation method require the Company to make estimates and assumptions regarding future operating results, cash flows, changes in working capital and capital expenditures, selling prices, profitability, and the cost of capital. As a result of the fourth quarter 2021 goodwill impairment evaluation, the Company determined that the fair value of the TCBM Holdings, LLC acquisition was below carrying value, including goodwill, by $473,323. This was primarily due to changes in the timing and amount of expected cash flows resulting from lower projected revenues, profitability and cash flows due to near-term reductions in the domestic CBD market.

NOTE E - PROPERTY AND EQUIPMENT

SCHEDULE OF PROPERTY AND EQUIPMENT

	March 31, 2021			June 30, 2020			March 31, 2022			June 30, 2021

Property and Equipment	$	36,363		$	36,363		$	36,363		$	36,363
Less: accumulated depreciation		(5,304	)		(3,030	)		(12,121	)		(8,226	)
Total	$	31,059		$	33,333		$	24,242		$	28,137

	(i)	Property and equipment are stated at cost and depreciated principally on methods and at rates designed to amortize their costs over their useful lives.
	(ii)	Depreciation expense for the nine months ended March 31, 2022 and 2021 was $3,895and ~~2020 was $2,274 and $1,732,~~$2,274, respectively.

NOTE F – NOTE RECEIVABLE

SCHEDULE OF NOTE RECEIVABLE

	March 31, 2022		June 30, 2021

Note receivable- Tersus Power, Inc.	$	250,000	$	-
Total	$	250,000	$	-

	(i)	On December 14, 2021, the Company, was issued a Senior Secured Promissory Note (the “Note”) in the principal amount of $500,000 by Tersus Power, Inc. (the “Borrower”). The Note shall bear interest at 5% annually, be amortized over 25 years and the Borrower shall pay the full amount of principal and interest in one balloon payment on December 14, 2026 (the “Maturity Date”). The Note is secured, through a Security Agreement, by all current and future assets of the Borrower. The Lender shall advance the Borrower funds, up to $500,000, prior to the closing of the proposed merger between the Lender and the Borrower. The first tranche, in the amount of $37,500, was advanced by the Lender on December 14, 2021. As of March 31, 2022, the Company has advanced the Borrower $250,000.
	(ii)	The convertible note receivable is considered available for sale debt securities with a private company that is not traded in active markets. Since observable price quotations were not available at acquisition, fair value was estimated based on cost less an appropriate discount upon acquisition. The discount of each instrument is accreted into interest income over the respective term as shown within the Company’s Condensed Consolidated Statements of Operations.

GLOBAL TECHNOLOGIES, LTD

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

For the nine months ended March 31, 2022 and 2021 (Unaudited)

NOTE G – ACCRUED OFFICER AND DIRECTOR COMPENSATION

Accrued officer and director compensation is due to Jimmy Wayne Anderson, the sole officer and director of the Company, and consists of:

March 31, 2021 June 30, 2020

Pursuant to January 26, 2018 Board of Directors Service Agreement $ - $ 79,803
Total $ - $ 79,803

SCHEDULE OF ACCRUED OFFICER AND DIRECTOR COMPENSATION

	March 31, 2022		June 30, 2021

Pursuant to January 26, 2018 Board of Directors Service Agreement	$	-	$	-
Total	$	-	$	-

~~GLOBAL TECHNOLOGIES, LTD~~

~~NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS~~

For the nine months ended March 31, ~~2021 and 2020 (Unaudited)~~

~~NOTE F – ACCRUED OFFICER AND DIRECTOR COMPENSATION (cont’d)~~

~~For the nine months ended~~ ~~March 31, 2021~~2022 and year ended June 30, ~~2020,~~2021, the balance of accrued officer and director compensation changed as follows:

SCHEDULE OF CHANGES IN ACCRUED OFFICER AND DIRECTOR COMPENSATION

Pursuant to
Employment
Agreements Pursuant to
Board of
Directors
Services
Agreements Total

Balances at June 30, 2019 - 39,803 39,803
Officer’s/director’s compensation for the year ended June 30, 2020 (not including stock-based compensation of $40,000 accrued as Stock to be Issued) - 40,000 40,000
Balances at June 30, 2020 - 79,803 79,803
Officer’s/director’s compensation for the nine months ended March 31, 2021 (not including stock-based compensation of $30,000 accrued as Stock to be Issued) - 30,000 30,000
Cash compensation (109,803 ) (109,803 )
Balances at March 31, 2021 $ - $ - $ -

	Pursuant to Employment Agreements		Pursuant to Board of Directors Services Agreements			Total

Balances at June 30, 2021	-		-			-
Officer’s/director’s compensation for the nine months ended March 31, 2022		-		60,000			60,000
Cash bonus as per new agreement (ii)				50,000			50,000
Cash compensation				(110,000	)		(110,000	)
Balances at March 31, 2022	$	-	$	-		$	-

	(i)	As of March 31, ~~2021~~2022 and June 30, ~~2020,~~2021, total shares of common stock accrued as “Stock to be Issued” to Mr. Anderson as per the terms of the Board of Director’s Services Agreement is ~~$74,803~~0 and ~~$100,000,~~84,803, respectively.
	(ii)	On July 1, 2021, the Company executed a new Board of Directors Service Agreement with Jimmy Wayne Anderson. Under the terms of the Agreement, Mr. Anderson shall receive a one-time bonus payment of Fifty Thousand and no/100 dollars ($50,000.00) upon execution of the Agreement, and Twenty Thousand and no/100 dollars ($20,000.00) paid to Mr. Anderson on the last calendar day of each quarter as long as Mr. Anderson continues to fulfill his duties and provide the services set forth above. The compensation of $20,000 per quarter shall commence with the third calendar quarter of 2021 (first fiscal quarter of 2022).

NOTE GH – NOTES PAYABLE, THIRD PARTIES

Notes payable to third parties consist of:

SCHEDULE OF NOTES PAYABLE TO THIRD PARTIES

March 31, 2021
June 30, 2020
(Unaudited)
Convertible Promissory Note dated January 24, 2018 payable to Tri-Bridge Ventures, LLC (“Tri-Bridge”), interest at 10%, due January 24, 2019, in technical default, less unamortized debt discount of $0 and $0 at March 31, 2021 and June 30, 2020, respectively (i) $ - $ 15,750
Convertible Promissory Note dated February 16, 2018 payable to Tri-Bridge Ventures, LLC (“Tri-Bridge”), interest at 10%, due February 16, 2019, with unamortized debt discount of $0 and $0 at March 31, 2021 and June 30, 2020, respectively (ii) - 8,000
Convertible Promissory Note dated June 3, 2018 payable to Valvasone Trust (“Valvasone”), interest at 5%, due June 3, 2019, with unamortized debt discount of $0 and $0 at March 31, 2021 and June 30, 2020, respectively (iii) - 91,900
Convertible Promissory Note dated June 29, 2018 payable to Jody A. DellaDonna (“JDD”), interest at 5%, due June 29, 2019, with unamortized debt discount of $0 and $0 at March 31, 2021 and June 30, 2020, respectively (iv) - 25,000
Convertible Promissory Note dated November 30, 2019 payable to Jetco Holdings, LLC (“Jetco”), interest at 3%, due November 30, 2020, with unamortized debt discount of $0 and $433,199 at March 31, 2021 and June 30, 2020, respectively (v) - 1,121,376
Convertible Promissory Note dated December 17, 2019 payable to Armada Investment Fund, LLC (“Armada”), interest at 8%, due December 17, 2020, in technical default, with unamortized debt discount of $0 and $5,998 at, March 31, 2021 and June 30, 2020, respectively (vi) 11,000 11,000
Convertible Promissory Note dated March 20, 2020 payable to Jetco Holdings, LLC (“Jetco”), interest at 3%, due March 20, 2021, with unamortized debt discount of $0 and $14,411 at, March 31, 2021 and June 30, 2020, respectively (vii) - 20,000
Convertible Promissory Note dated September 3, 2020 payable to Graphene Holdings, LLC (“Graphene”), interest at 3%, due March 3, 2021, in technical default, with unamortized debt discount of $0 and $0 at, March 31, 2021 and June 30, 2020, respectively (viii) 250,000 -
Convertible Promissory Note dated September 9, 2020 payable to Graphene Holdings, LLC (“Graphene”), interest at 3%, due March 9, 2021, in technical default, with unamortized debt discount of $0 and $0 at, March 31, 2021 and June 30, 2020, respectively (ix) 20,000 -
Convertible Promissory Note dated January 20, 2021 payable to Tri-Bridge Ventures, LLC (“Tri-Bridge”), interest at 10%, due January 20, 2022, with unamortized debt discount of $80,458 and $0 at March 31, 2021 and June 30, 2020, respectively (x)
100,000 -
Convertible Promissory Note dated February 22, 2021 payable to Tri-Bridge Ventures, LLC (“Tri-Bridge”), interest at 10%, due February 22, 2022, with unamortized debt discount of $179,178 and $0 at March 31, 2021 and June 30, 2020, respectively (xi) 200,000 -

Totals $ 581,000 $ 1,293,027

	March 31, 2022		June 30, 2021

Totals	$	426,250	$	649,750
Convertible Promissory Note dated December 17, 2019 payable to Armada Investment Fund, LLC (“Armada”), interest at 8%, due December 17, 2020-with unamortized debt discount of $0 and $0 at, March 31, 2022 and June 30, 2021, respectively (i)		-		11,000
Convertible Promissory Note dated September 3, 2020 payable to Graphene Holdings, LLC (“Graphene”), interest at 3%, due March 3, 2021, with unamortized debt discount of $0 and $0 at, March 31, 2022 and June 30, 2021, respectively (ii)		-		250,000
Convertible Promissory Note dated September 9, 2020 payable to Graphene Holdings, LLC (“Graphene”), interest at 3%, due March 9, 2021, with unamortized debt discount of $0 and $0 at, March 31, 2022 and June 30, 2021, respectively (iii)		-		20,000
Convertible Promissory Note dated January 20, 2021 payable to Tri-Bridge Ventures, LLC (“Tri-Bridge”), interest at 10%, due January 20, 2022, with unamortized debt discount of $0 and $55,616 at, March 31, 2022 and June 30, 2021, respectively (iv)		100,000		100,000
Convertible Promissory Note dated February 22, 2021 payable to Tri-Bridge Ventures, LLC (“Tri-Bridge”), interest at 10%, due February 22, 2022, with unamortized debt discount of $0 and $129,316 at March 31, 2022 and June 30, 2021, respectively (v)		200,000		200,000
Convertible Promissory Note dated June 17, 2021 payable to Power Up Lending Group Ltd. (“Power Up”), interest at 8%, due June 17, 2022-with unamortized debt discount of $0 and $66,303 at, March 31, 2022 and June 30, 2021, respectively (vi)		-		68,750
Convertible Promissory Note dated July 12, 2021 payable to Power Up Lending Group Ltd. (“Power Up”), interest at 8%, due July 12, 2022-with unamortized debt discount of $0 and $0 at, March 31, 2022 and June 30, 2021, respectively (vii)		-		-
Convertible Promissory Note dated September 9, 2021 payable to Power Up Lending Group Ltd. (“Power Up”), interest at 8%, due September 9, 2022-with unamortized debt discount of $0 and $0 at, March 31, 2022 and June 30, 2021, respectively (viii)		-		-
Convertible Promissory Note dated October 27, 2021 payable to Sixth Street Lending, LLC (“Sixth Street”), interest at 8%, due October 27, 2022-with unamortized debt discount of $22,294 and $0 at, March 31, 2022 and June 30, 2021, respectively (ix)		38,750
Convertible Promissory Note dated January 13, 2022 payable to Sixth Street Lending, LLC (“Sixth Street”), interest at 8%, due January 13, 2023 with unamortized debt discount of $34,521 and $0 at, March 31, 2022 and June 30, 2021, respectively (x)		43,750		-
Convertible Promissory Note dated February 4, 2022 payable to Sixth Street Lending, LLC (“Sixth Street”), interest at 8%, due February 4, 2023 with unamortized debt discount of $37,158 and $0 at, March 31, 2022 and June 30, 2021, respectively (xi)		43,750		-
Totals	$	426,250	$	649,750

(i)

On January 24, 2018, the Company executed a Convertible Note (the “Convertible Note”) payable to Tri-Bridge Ventures, LLC (the “Holder”) in the principal amount of $15,750. The Convertible Note was fully funded on January 24, 2018. The Convertible Note is convertible, in whole or in part, at any time and from time to time before maturity (January 24, 2019) at the option of the holder. The Conversion Price shall be equal to Fifty Percent (50%) of the lowest Trading Price (defined below) during the Valuation Period (defined below), and the Conversion Amount shall be the amount of principal or interest electively converted in the Conversion Notice. The total number of shares due under any conversion notice (“Notice Shares”) will be equal to the Conversion Amount divided by the Conversion Price. On the date that a Conversion Notice is delivered to Holder, the Company shall deliver an estimated number of shares (“Estimated Shares”) to Holder’s brokerage account equal to the Conversion Amount divided by 50% of the Market Price. “Market Price” shall mean the lowest of the daily Trading Price for the Common Stock during the twenty (20) Trading Day period ending on the latest complete Trading Day prior to the Conversion Date. The “Valuation Period” shall mean twenty (20) Trading Days, commencing on the first Trading Day following delivery and clearing of the Notice Shares in Holder’s brokerage account, as reported by Holder (“Valuation Start Date”). If at any time, one or multiple times, during the Valuation Period the number of Estimated Shares delivered to Holder is less than the Notice Shares, the company must immediately deliver enough shares equal to the difference. A Conversion Amount will not be considered fully converted until the end of the Valuation Period for that Conversion Amount. “Trading Price” means, for any security as of any date, any trading price on the OTC Bulletin Board, or other applicable trading market (the “OTCBB”) as reported by a reliable reporting service (“Reporting Service”) mutually acceptable to Maker and Holder (i.e. Bloomberg) or, if the OTCBB is not the principal trading market for such security, the price of such security on the principal securities exchange or trading market where such security is listed or traded. “Trading Day” shall mean any day on which the Common Stock is tradable for any period on the OTCBB, or on the principal securities The Convertible Note has a term of one (1) year and bears interest at 10% annually. On March 31, 2021, the Holder agreed to forgive all outstanding principal and interest in the amounts of $15,750 and $5,010, respectively. As of ~~March 31, 2021, there was no outstanding principal or interest due.~~

~~GLOBAL TECHNOLOGIES, LTD~~

~~NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS~~

~~For the nine months ended March 31, 2021 and 2020 (Unaudited)~~

~~NOTE G – NOTES PAYABLE, THIRD PARTIES (cont’d)~~

~~(ii)~~	On February 16, 2018, the Company executed a Convertible Note (the “Convertible Note”) payable to Tri-Bridge Ventures, LLC (the “Holder”) in the principal amount of $8,000. The Convertible Note was fully funded on February 16, 2018. The Convertible Note is convertible, in whole or in part, at any time and from time to time before maturity (February 16, 2019) at the option of the holder at the Variable Conversion Price, which shall be equal to the lesser of (i) the price of any public offering of the Maker’s Common Stock or (ii) Fifty Percent (50%) of the lowest Trading Price (defined below) during the Twenty Trading Day period prior to the day the Holder delivers the Conversion Notice, and the Conversion Amount shall be the amount of principal or interest electively converted in the Conversion Notice. “Trading Price” means, for any security as of any date, any trading price on the OTC Bulletin Board, or other applicable trading market (the “OTCBB”) as reported by a reliable reporting service (“Reporting Service”) mutually acceptable to Maker and Holder (i.e. Bloomberg) or, if the OTCBB is not the principal trading market for such security, the price of such security on the principal securities exchange or trading market where such security is listed or traded. “Trading Day” shall mean any day on which the Common Stock is tradable for any period on the OTCBB, or on the principal securities exchange or other securities market on which the Common Stock is then being traded. The Convertible Note has a term of one (1) year and bears interest at 10% annually. On March 31, 2021, the Holder agreed to forgive all outstanding principal and interest in the amounts of $6,054 and $2,463, respectively. As of March 31, 2021, there was no outstanding principal or interest due.

~~(iii)~~	On June 3, 2018, the Company executed a Convertible Note (the “Convertible Note”) payable to Valvasone Trust (the “Holder”) in the principal amount of $91,900. The Convertible Note was issued for compensation due for consulting services. The Convertible Note is convertible, in whole or in part, at any time and from time to time before maturity (June 3, 2019) at the option of the holder at the conversion price which shall be equal to the lower of: (a) 50% of the lowest trading price of the Company’s common stock during the 25 consecutive Trading Days prior to the date on which Holder elects to convert all or part of the Note or (b) 50% of the lowest trading price of the Company’s common stock during the 25 consecutive Trading Days prior to the Effective Date. The Convertible Note has a term of one (1) year and bears interest at 5% annually. On March 31, 2021, the Company issued the Holder 26 shares of its Series L Preferred Stock in satisfaction of $71,900 principal, $18,380 default principal, $12,749 interest and $30,183 default interest. A balance of $2,453 was forgiven by the Holder. As of March 31, 2021, there was no outstanding principal or interest due.

~~(iv)~~	On June 29, 2018, the Company executed a Convertible Note (the “Convertible Note”) payable to Jody A. DellaDonna (the “Holder”) in the principal amount of $25,000. The Convertible Note was issued for compensation due for consulting services. The Convertible Note is convertible, in whole or in part, at any time and from time to time before maturity (June 29, 2019) at the option of the holder at the conversion price which shall be equal to the lower of: (a) 50% of the lowest trading price of the Company’s common stock during the 25 consecutive Trading Days prior to the date on which Holder elects to convert all or part of the Note or (b) 50% of the lowest trading price of the Company’s common stock during the 25 consecutive Trading Days prior to the Effective Date. The Convertible Note has a term of one (1) year and bears interest at 5% annually. On March 31, 2021, the Company issued the Holder 8 shares of its Series L Preferred Stock in satisfaction of $25,000 principal, $5,000 default principal, $3,437 interest and $7,890 default interest. A balance of $1,327 was forgiven by the Holder. As of March 31, 2021, there was no outstanding principal or interest due.

~~(v)~~	On November 30, 2019, the Company executed a Convertible Note (the “Convertible Note”) payable to Jetco Holdings, LLC (the “Holder”) in the principal amount of $2,000,000. The Convertible Note was Issued as part of the Purchase and Sale Agreement for the acquisition of TCBM Holdings, LLC. The Convertible Note is convertible, in whole or in part, at any time and from time to time before maturity (November 30, 2020) at the option of the holder. The conversion price for the principal and interest in connection with voluntary conversions by the Holder shall be 70% multiplied by the Market Price (as defined herein)(representing a discount rate of 30%), subject to adjustment as described herein (“~~Conversion Price~~”). Market Price” means the lowest one (1) Trading Prices (as defined below) for the Common Stock during the twenty (20) Trading Day period ending on the last complete Trading Day prior to the Conversion Date. “Trading Prices” means, for any security as of any date, the lowest traded price on the Over-the Counter Pink Marketplace, OTCQB, or applicable trading market (the “OTCQB”) as reported by a reliable reporting service (“Reporting Service”) designated by the Holder (i.e. www.Nasdaq.com) or, if the OTCQB is not the principal trading market for such security, on the principal securities exchange or trading market where such security is listed or traded or, if the lowest intraday trading price of such security is not available in any of the foregoing manners, the lowest intraday price of any market makers for such security that are quoted on the OTC Markets. The Convertible Note has a term of one (1) year and bears interest at 3% annually. On March 15, 2021, the outstanding principal and interest on the Note were $503,714 and $46,485, respectively. On this same date, the Holder agreed to forgive $253,714 in outstanding principal and all outstanding interest leaving a remaining principal balance of $250,000. On March 15, 2021, the Company issued the Holder fifty (50) shares of the Company’s Series L Preferred Stock in satisfaction of the $250,000 principal balance. As of ~~March 31, 2021, there was no outstanding principal or interest due.~~

~~(vi)~~	On December 17, 2019, the Company entered into a Securities Purchase Agreement (the “Agreement”) with Armada Capital Partners, LLC (“Armada”) wherein the Company issued Armada a Convertible Promissory Note (the “Convertible Note”) in the amount of ~~$11,000~~$11,000 ($1,000 OID). The Convertible Note has a term of one ~~(1)~~(1) year (due on December 17, ~~2020)~~2020) and bears interest at 8%8% annually. The Convertible Note is convertible, in whole or in part, at any time and from time to time before maturity (March 20, 2021) at the option of the holder. The conversion price for the principal and interest in connection with voluntary conversions by the Holder shall be ~~60%~~60% multiplied by the Market Price (as defined herein)(representing a discount rate of 40%), subject to adjustment as described herein (“Conversion ~~Price~~”Price”). Market Price” means the lowest one (1) Trading Prices (as defined below) for the Common Stock during the twenty ~~(20)~~(20) Trading Day period ending on the last complete Trading Day prior to the Conversion ~~Date.~~Date. “Trading Prices” means, for any security as of any date, the lowest traded price on the Over-the Counter Pink Marketplace, OTCQB, or applicable trading market (the “OTCQB”) as reported by a reliable reporting service (“Reporting Service”) designated by the Holder (i.e. www.Nasdaq.com) or, if the OTCQB is not the principal trading market for such security, on the principal securities exchange or trading market where such security is listed or traded or, if the lowest intraday trading price of such security is not available in any of the foregoing manners, the lowest intraday price of any market makers for such security that are quoted on the OTC Markets. As part and parcel of the foregoing transaction, Armada was issued a warrant granting the holder the right to purchase up to 560,800 shares of the Company’s common stock at an exercise price of ~~$0.024~~$0.024 for a term of ~~5-years.~~5-years. The transaction closed on December 17, 2019. In addition, 10,000,000 shares of the Company’s common stock have been reserved at Pacific Stock Transfer Corporation for possible issuance upon the conversion of the Note into shares of our common stock. On November 17, 2021, Armada converted $16,500 principal and $3,535 interest into 40,070,137 shares of common stock. As of March 31,~~, 2021, $11,000 principal plus $1,130 interest were due.~~ 2022, the Convertible Note was paid in full.

GLOBAL TECHNOLOGIES, LTD

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

For the nine months ended March 31, 2022 and 2021 ~~and 2020~~ (Unaudited)

NOTE G – NOTES PAYABLE, THIRD PARTIES (cont’d)

~~(vii)~~(ii)	On ~~March 20,~~September 3, 2020, the Company executed a Convertible Note (the “Convertible Note”) payable to ~~Jetco~~Graphene Holdings, LLC (the “Holder”) in the principal amount of ~~$20,000.~~$250,000. The Convertible Note is convertible, in whole or in part, at any time and from time to time before maturity ~~(March 20, 2021)~~(March 3, 2021) at the option of the holder. The conversion price for the principal and interest in connection with voluntary conversions by the Holder shall be ~~70%~~70% multiplied by the Market Price (as defined herein)(representing a discount rate of ~~30%~~30%), subject to adjustment as described herein (“Conversion ~~Price~~”Price”). Market Price” means the lowest one (1) Trading Prices (as defined below) for the Common Stock during the twenty ~~(20)~~(20) Trading Day period ending on the last complete Trading Day prior to the Conversion ~~Date.~~Date. “Trading Prices” means, for any security as of any date, the lowest traded price on the Over-the Counter Pink Marketplace, OTCQB, or applicable trading market (the “OTCQB”) as reported by a reliable reporting service (“Reporting Service”) designated by the Holder (i.e. www.Nasdaq.com) or, if the OTCQB is not the principal trading market for such security, on the principal securities exchange or trading market where such security is listed or traded or, if the lowest intraday trading price of such security is not available in any of the foregoing manners, the lowest intraday price of any market makers for such security that are quoted on the OTC Markets. The Convertible Note has a term of one ~~(1)~~(1) year and bears interest at 3%3% annually. On ~~February 4,~~September 22, 2021, the ~~Company remitted payment to the~~ Holder ~~in the amount of $20,532.93 to satisfy~~forgave all ~~outstanding~~unpaid principal, default principal, interest and default interest ~~due under~~on the Convertible Note. As of March 31,~~, 2021, there was no outstanding~~ 2022, 0 principal or interest were due.

~~(viii)~~(iii)	On September 3,9, 2020, the Company executed a Convertible Note (the “Convertible Note”) payable to Graphene Holdings, LLC (the “Holder”) in the principal amount of ~~$250,000.~~$20,000. The Convertible Note is convertible, in whole or in part, at any time and from time to time before maturity ~~(March 3, 2021)~~(March 9, 2021) at the option of the holder. The conversion price for the principal and interest in connection with voluntary conversions by the Holder shall be ~~70%~~70% multiplied by the Market Price (as defined herein)(representing a discount rate of ~~30%~~30%), subject to adjustment as described herein (“Conversion ~~Price~~”Price”). Market Price” means the lowest one (1) Trading Prices (as defined below) for the Common Stock during the twenty ~~(20)~~(20) Trading Day period ending on the last complete Trading Day prior to the Conversion ~~Date.~~Date. “Trading Prices” means, for any security as of any date, the lowest traded price on the Over-the Counter Pink Marketplace, OTCQB, or applicable trading market (the “OTCQB”) as reported by a reliable reporting service (“Reporting Service”) designated by the Holder (i.e. www.Nasdaq.com) or, if the OTCQB is not the principal trading market for such security, on the principal securities exchange or trading market where such security is listed or traded or, if the lowest intraday trading price of such security is not available in any of the foregoing manners, the lowest intraday price of any market makers for such security that are quoted on the OTC Markets. The Convertible Note has a term of one ~~(1)~~(1) year and bears interest at 3%3% annually. On December 20, 2021, the Company made payment of $20,754 to pay all outstanding principal and interest. The Holder forgave all unpaid default principal and default interest. As of March 31,~~, 2021, $250,000 principal plus $4,295 interest were due.~~ 2022, the Convertible Note was paid in full.

~~(ix)~~(iv)	On September 9, 2020, the Company executed a Convertible Note (the “Convertible Note”) payable to Graphene Holdings, LLC (the “Holder”) in the principal amount of $20,000. The Convertible Note is convertible, in whole or in part, at any time and from time to time before maturity (March 9, 2021) at the option of the holder. The conversion price for the principal and interest in connection with voluntary conversions by the Holder shall be 70% multiplied by the Market Price (as defined herein)(representing a discount rate of 30%), subject to adjustment as described herein (“~~Conversion Price~~”). Market Price” means the lowest one (1) Trading Prices (as defined below) for the Common Stock during the twenty (20) Trading Day period ending on the last complete Trading Day prior to the Conversion Date. “Trading Prices” means, for any security as of any date, the lowest traded price on the Over-the Counter Pink Marketplace, OTCQB, or applicable trading market (the “OTCQB”) as reported by a reliable reporting service (“Reporting Service”) designated by the Holder (i.e. www.Nasdaq.com) or, if the OTCQB is not the principal trading market for such security, on the principal securities exchange or trading market where such security is listed or traded or, if the lowest intraday trading price of such security is not available in any of the foregoing manners, the lowest intraday price of any market makers for such security that are quoted on the OTC Markets. The Convertible Note has a term of one (1) year and bears interest at 3% annually. As of ~~March 31, 2021, $20,000 principal plus $321 interest were due.~~

~~(x)~~	On January 20, 2021, the Company executed a Convertible Note (the “Convertible Note”) payable to Tri-Bridge Ventures, LLC (the “Holder”) in the principal amount of up to ~~$150,000.~~$150,000. The Convertible Note shall accrue interest at ~~10%~~10% per annum. The Convertible Note was partially funded on January 27, 2021 in the amount of ~~$100,000.~~$100,000. The Convertible Note is convertible, in whole or in part, at any time and from time to time before maturity ~~(January~~(January 20, ~~2022)~~2022) at the option of the holder. The Conversion Price shall be equal to Fifty Percent ~~(50%~~(50%) of the lowest Trading Price (defined below) during the Valuation Period (defined below), and the Conversion Amount shall be the amount of principal or interest electively converted in the Conversion Notice. The total number of shares due under any conversion notice (“Notice Shares”) will be equal to the Conversion Amount divided by the Conversion Price. On the date that a Conversion Notice is delivered to Holder, the Company shall deliver an estimated number of shares (“Estimated Shares”) to Holder’s brokerage account equal to the Conversion Amount divided by 50% of the Market Price. “Market Price” shall mean the lowest of the daily Trading Price for the Common Stock during the twenty ~~(20)~~(20) Trading Day period ending on the latest complete Trading Day prior to the Conversion Date. The “Valuation Period” shall mean twenty (20) Trading Days, commencing on the first Trading Day following delivery and clearing of the Notice Shares in Holder’s brokerage account, as reported by Holder (“Valuation Start Date”). As of March 31,~~, 2021, $100,000~~ 2022, $100,000 principal plus ~~$1,726~~$11,726 interest were due.

~~(xi)~~(v)	On February 22, 2021, the Company executed a Convertible Note (the “Convertible Note”) payable to Tri-Bridge Ventures, LLC (the “Holder”) in the principal amount of up to ~~$200,000.~~$200,000. The Convertible Note shall accrue interest at ~~10%~~10% per annum. The Convertible Note is convertible, in whole or in part, at any time and from time to time before maturity ~~(February~~(February 22, ~~2022)~~2022) at the option of the holder. The conversion price shall be equal to the lesser of (i) the price of any public offering of the Maker’s Common Stock or (ii) Fifty Percent ~~(50%~~(50%) of the lowest Trading Price (defined below) during the Twenty Trading Day period prior to the day the Holder delivers the Conversion Notice (“Conversion ~~Price~~”Price”). “Trading Price” means, for any security as of any date, any trading price on the OTC Bulletin Board, or other applicable trading market (the “OTCBB”) as reported by a reliable reporting service (“Reporting Service”) mutually acceptable to Maker and Holder (i.e. Bloomberg) or, if the OTCBB is not the principal trading market for such security, the price of such security on the principal securities exchange or trading market where such security is listed or traded. “Trading Day” shall mean any day on which the Common Stock is tradable for any period on the OTCBB, or on the principal securities exchange or other securities market on which the Common Stock is then being traded. The Convertible Note was funded on March 2, 2021. As of March 31,~~, 2021, $200,000~~ 2022, $200,000 principal plus ~~$1,589~~$21,590 interest were due.

GLOBAL TECHNOLOGIES, LTD

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

For the nine months ended March 31, 2022 and 2021 (Unaudited)

NOTE G – NOTES PAYABLE, THIRD PARTIES (cont’d)

(vi)	On June 17, 2021, the Company issued to Power Up Lending Group Ltd. (the “Investor”) a Convertible Promissory Note (the “Convertible Note”) in the principal amount of $68,750. The Convertible Note has a term of one (1) year (Maturity Date of June 17, 2022) and bears interest at 8% annually. The Convertible Note is convertible, in whole or in part, and at any time during the period beginning on the date which is one hundred eighty (180) days following the date of this Convertible Note and ending on the later of: (i) the Maturity Date and (ii) the date of payment of the Default Amount at the option of the holder. The “Variable Conversion Price” shall mean 61% multiplied by the Market Price (as defined herein) (representing a discount rate of 39%). “Market Price” means the lowest Trading Price (as defined below) for the Common Stock during the ten (10) Trading Day period ending on the latest complete Trading Day prior to the Conversion Date. “Trading Price” means, for any security as of any date, the closing bid price on the OTCQB, OTCQX, Pink Sheets electronic quotation system or applicable trading market (the “OTC”) as reported by a reliable reporting service (“Reporting Service”) designated by the Holder (i.e. Bloomberg) or, if the OTC is not the principal trading market for such security, the closing bid price of such security on the principal securities exchange or trading market where such security is listed or traded or, if no closing bid price of such security is available in any of the foregoing manners, the average of the closing bid prices of any market makers for such security that are listed in the “pink sheets”. The transaction closed on June 21, 2021. On December 22, 2021, the Investor converted $68,750 principal and $2,750 interest into 55,000,000 shares of common stock. As of March 31, 2022, the Convertible Note was paid in full.

(vii)	On July 12, 2021, the Company issued to Power Up Lending Group Ltd. (the “Investor”) a Convertible Promissory Note (the “Convertible Note”) in the principal amount of $48,750. The Convertible Note has a term of one (1) year (Maturity Date of July 12, 2022) and bears interest at 8% annually. The Convertible Note is convertible, in whole or in part, and at any time during the period beginning on the date which is one hundred eighty (180) days following the date of this Convertible Note and ending on the later of: (i) the Maturity Date and (ii) the date of payment of the Default Amount at the option of the holder. The “Variable Conversion Price” shall mean 61% multiplied by the Market Price (as defined herein) (representing a discount rate of 39%). “Market Price” means the lowest Trading Price (as defined below) for the Common Stock during the ten (10) Trading Day period ending on the latest complete Trading Day prior to the Conversion Date. “Trading Price” means, for any security as of any date, the closing bid price on the OTCQB, OTCQX, Pink Sheets electronic quotation system or applicable trading market (the “OTC”) as reported by a reliable reporting service (“Reporting Service”) designated by the Holder (i.e. Bloomberg) or, if the OTC is not the principal trading market for such security, the closing bid price of such security on the principal securities exchange or trading market where such security is listed or traded or, if no closing bid price of such security is available in any of the foregoing manners, the average of the closing bid prices of any market makers for such security that are listed in the “pink sheets”. The transaction closed on July 15, 2021. On January 18, 2022, the Investor converted $48,750 principal and $1,950 interest into 55,108,696 shares of common stock. As of March 31, 2022, the Convertible Note was paid in full

(viii)	On September 9, 2021, the Company issued to Power Up Lending Group Ltd. (the “Investor”) a Convertible Promissory Note (the “Convertible Note”) in the principal amount of $48,750. The Convertible Note has a term of one (1) year (Maturity Date of September 9, 2022) and bears interest at 8% annually. The Convertible Note is convertible, in whole or in part, and at any time during the period beginning on the date which is one hundred eighty (180) days following the date of this Convertible Note and ending on the later of: (i) the Maturity Date and (ii) the date of payment of the Default Amount at the option of the holder. The “Variable Conversion Price” shall mean 61% multiplied by the Market Price (as defined herein) (representing a discount rate of 39%). “Market Price” means the lowest Trading Price (as defined below) for the Common Stock during the ten (10) Trading Day period ending on the latest complete Trading Day prior to the Conversion Date. “Trading Price” means, for any security as of any date, the closing bid price on the OTCQB, OTCQX, Pink Sheets electronic quotation system or applicable trading market (the “OTC”) as reported by a reliable reporting service (“Reporting Service”) designated by the Holder (i.e. Bloomberg) or, if the OTC is not the principal trading market for such security, the closing bid price of such security on the principal securities exchange or trading market where such security is listed or traded or, if no closing bid price of such security is available in any of the foregoing manners, the average of the closing bid prices of any market makers for such security that are listed in the “pink sheets”. The transaction closed on September 13, 2021. On March 15, 2022, the Investor converted $48,750 principal and $1,950 interest into 163,548,387 shares of common stock. As of March 31, 2022, the Convertible Note was paid in full

(ix)	On October 27, 2021, the Company issued to Sixth Street Lending, LLC. (the “Investor”) a Convertible Promissory Note (the “Convertible Note”) in the principal amount of $38,750. The Convertible Note has a term of one (1) year (Maturity Date of October 27, 2022) and bears interest at 8% annually. The Convertible Note is convertible, in whole or in part, and at any time during the period beginning on the date which is one hundred eighty (180) days following the date of this Convertible Note and ending on the later of: (i) the Maturity Date and (ii) the date of payment of the Default Amount at the option of the holder. The “Variable Conversion Price” shall mean 61% multiplied by the Market Price (as defined herein) (representing a discount rate of 39%). “Market Price” means the lowest Trading Price (as defined below) for the Common Stock during the ten (10) Trading Day period ending on the latest complete Trading Day prior to the Conversion Date. “Trading Price” means, for any security as of any date, the closing bid price on the OTCQB, OTCQX, Pink Sheets electronic quotation system or applicable trading market (the “OTC”) as reported by a reliable reporting service (“Reporting Service”) designated by the Holder (i.e. Bloomberg) or, if the OTC is not the principal trading market for such security, the closing bid price of such security on the principal securities exchange or trading market where such security is listed or traded or, if no closing bid price of such security is available in any of the foregoing manners, the average of the closing bid prices of any market makers for such security that are listed in the “pink sheets”. The transaction closed on October 29, 2021. As of March 31, 2022, $38,750 principal plus $1,316 interest were due. Please seeNOTE M - SUBSEQUENT EVENTS for further information.

GLOBAL TECHNOLOGIES, LTD

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

For the nine months ended March 31, 2022 and 2021 (Unaudited)

NOTE G – NOTES PAYABLE, THIRD PARTIES (cont’d)

(x)	On January 13, 2022, the Company issued to Sixth Street Lending, LLC (the “Investor”) a Convertible Promissory Note (the “Convertible Note”) in the principal amount of $43,750. The Convertible Note has a term of one (1) year (Maturity Date of January 13, 2023) and bears interest at 8% annually. The Convertible Note is convertible, in whole or in part, and at any time during the period beginning on the date which is one hundred eighty (180) days following the date of this Convertible Note and ending on the later of: (i) the Maturity Date and (ii) the date of payment of the Default Amount at the option of the holder. The “Variable Conversion Price” shall mean 61% multiplied by the Market Price (as defined herein) (representing a discount rate of 39%). “Market Price” means the lowest Trading Price (as defined below) for the Common Stock during the ten (10) Trading Day period ending on the latest complete Trading Day prior to the Conversion Date. “Trading Price” means, for any security as of any date, the closing bid price on the OTCQB, OTCQX, Pink Sheets electronic quotation system or applicable trading market (the “OTC”) as reported by a reliable reporting service (“Reporting Service”) designated by the Holder (i.e. Bloomberg) or, if the OTC is not the principal trading market for such security, the closing bid price of such security on the principal securities exchange or trading market where such security is listed or traded or, if no closing bid price of such security is available in any of the foregoing manners, the average of the closing bid prices of any market makers for such security that are listed in the “pink sheets.” The transaction closed on January 14, 2022. As of March 31, 2022, $43,750 principal plus $738 interest were due.

(xi)	On February 4, 2022, the Company issued to Sixth Street Lending, LLC (the “Investor”) a Convertible Promissory Note (the “Convertible Note”) in the principal amount of $43,750. The Convertible Note has a term of one (1) year (Maturity Date of February 4, 2023) and bears interest at 8% annually. The Convertible Note is convertible, in whole or in part, and at any time during the period beginning on the date which is one hundred eighty (180) days following the date of this Convertible Note and ending on the later of: (i) the Maturity Date and (ii) the date of payment of the Default Amount at the option of the holder. The “Variable Conversion Price” shall mean 61% multiplied by the Market Price (as defined herein) (representing a discount rate of 39%). “Market Price” means the lowest Trading Price (as defined below) for the Common Stock during the ten (10) Trading Day period ending on the latest complete Trading Day prior to the Conversion Date. “Trading Price” means, for any security as of any date, the closing bid price on the OTCQB, OTCQX, Pink Sheets electronic quotation system or applicable trading market (the “OTC”) as reported by a reliable reporting service (“Reporting Service”) designated by the Holder (i.e. Bloomberg) or, if the OTC is not the principal trading market for such security, the closing bid price of such security on the principal securities exchange or trading market where such security is listed or traded or, if no closing bid price of such security is available in any of the foregoing manners, the average of the closing bid prices of any market makers for such security that are listed in the “pink sheets.” The transaction closed on February 7, 2022. As of March 31, 2022, $43,750 principal plus $527 interest were due.

Income from forgiveness of principal and interest on convertible notes payable consists of:

SCHEDULE OF INTEREST FROM FORGIVENESS OF NOTES PAYABLE

	March 31, 2021		June 30, 2020			March 31, 2022		June 30, 2021

Forgiveness of principal and interest Tribridge Ventures, LLC	$	29,277	$	-	$	-	$	29,277
Forgiveness of interest Around the Clock Partners, LP		3,532		-		-		3,532
Forgiveness of interest Valvasone Trust		2,453		-		-		2,453
Forgiveness of interest Jody A. DellaDonna		1,327		-		-		1,327
Forgiveness of Jetco Holdings, LLC principal and interest		300,197		-
Forgiveness of Jetco Holdings, LLC principal, default principal, interest and default interest						-		300,197
Forgiveness of Graphene Holdings, LLC principal and interest						449,294		-
Total	$	336,786	$	-	$	449,294	$	336,786

~~NOTE H - NOTE PAYABLE, RELATED PARTY~~Default principal, notes payable-third parties:

		March 31, 2022		June 30, 2021

Armada Investment Fund, LLC	$	-	$	2,200
Graphene Holdings, LLC		-		135,000
Total	$	-	$	137,200
Default principal	$	-	$	137,200

~~Notes payable to related parties consist of:~~Accrued default interest, notes payable-third parties:

	March 31, 2021		June 30, 2020			March 31, 2022		June 30, 2021

Unsecured Convertible Promissory Notes dated July 27, 2018, payable to Around the Clock Partners, LP (entity controlled by Wayne Anderson), interest at 5%, due July 27, 2019, with debt discount of $0 and $0 at March 31, 2021 and June 30, 2020, respectively (i)	$	-	$	124,800
Armada Investment Fund, LLC					$	-	$	1,269
Graphene Holdings, LLC						-		38,947
Total	$	-	$	124,800	$	-	$	40,216
Accrued default interest					$	-	$	40,216

~~(i)~~

On July 27, 2018, the Company executed a Convertible Note (the “Convertible Note”) payable to Around the Clock Partners, LP (the “Holder”) in the principal amount of $124,800. The Convertible Note was issued for compensation due for consulting services. The Convertible Note is convertible, in whole or in part, at any time and from time to time before maturity (July 27, 2019) at the option of the holder at the conversion price which shall be equal to the lower of: (a) 50% of the lowest trading price of the Company’s common stock during the 25 consecutive Trading Days prior to the date on which Holder elects to convert all or part of the Note or (b) 50% of the lowest trading price of the Company’s common stock during the 25 consecutive Trading Days prior to the Effective Date. The Convertible Note has a term of one (1) year and bears interest at 5% annually. On March 1, 2021, the Company issued the Holder 40 shares of its Series L Preferred Stock in satisfaction of $124,800 principal, $24,906 default principal, $16,160 interest and $37,666 default interest. A balance of $3,532 was forgiven by the Holder. As of March 31, 2021, there was no outstanding principal or interest due.

GLOBAL TECHNOLOGIES, LTD

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

For the nine months ended March 31, 2022 and 2021 ~~and 2020~~ (Unaudited)

NOTE I - DERIVATIVE LIABILITY

The derivative liability at ~~March~~December 31, 2021 and June 30, ~~2020~~2021 consisted of:

SCHEDULE OF DERIVATIVE LIABILITY

March 31, 2021 June 30, 2020

Convertible Promissory Notes payable to Tri-Bridge Ventures, LLC. Please see NOTE F – NOTES PAYABLE, THIRD PARTIES for further information $ 458,926 $ 213,993
Convertible Promissory Note payable to Valvasone Trust. Please see NOTE F – NOTES PAYABLE, THIRD PARTIES for further information - 150,619
Convertible Promissory Notes payable to Jody A. DellaDonna. Please see NOTE F – NOTES PAYABLE, THIRD PARTIES for further information - 40,974
Convertible Promissory Note payable to Around the Clock Partners, LP. Please see NOTE G – NOTES PAYABLE, RELATED PARTIES for further information - 204,540
Convertible Promissory Notes payable to Jetco Holdings, LLC. Please see NOTE G – NOTES PAYABLE, THIRD PARTIES for further information - 800,452
Convertible Promissory Note payable to Armada Investment Fund, LLC. Please see NOTE G – NOTES PAYABLE, THIRD PARTIES for further information 20,015 9,877
Convertible Promissory Notes payable to Graphene Holdings, LLC. Please see NOTE G – NOTES PAYABLE, THIRD PARTIES for further information 419,506 -
Total derivative liability $ 898,447 $ 1,420,455

	March 31, 2022		June 30, 2021

Convertible Promissory Notes payable to Tri-Bridge Ventures, LLC. Please see NOTE H – NOTES PAYABLE, THIRD PARTIES for further information	$	567,816	$	548,392
Convertible Promissory Note payable to Armada Investment Fund, LLC. Please see NOTE H – NOTES PAYABLE, RELATED PARTIES for further information		-		18,865
Convertible Promissory Notes payable to Graphene Holdings, LLC. Please see NOTE H – NOTES PAYABLE, THIRD PARTIES for further information		-		332,519
Convertible Promissory Note payable to Power Up Lending Group Ltd. Please see NOTE H – NOTES PAYABLE, RELATED PARTIES for further information		-		107,801
Convertible Promissory Note payable to Sixth Street Lending, LLC. Please see NOTE H – NOTES PAYABLE, RELATED PARTIES for further information		224,972		-
Total derivative liability	$	792,788	$	1,007,577

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 March 31, ~~2021,~~2022, and June 30, ~~2020~~2021 using the Black Scholes option pricing model. Assumptions used for the calculation of the derivative liability of the Notes at March 31, ~~2021~~2022 were (1) stock price of ~~$0.0057~~ $0.0004 per share, (2) conversion prices ranging from ~~$0.003~~ $0.00015 to ~~$0.0035~~ $0.000183 per share, (3) term of 6 months to 11 10 months, (4) expected volatility ~~ranging from 378.72%~~of 162.98% to ~~534.04%~~181.26%, and (5) risk free interest rate ~~range~~ of ~~0.05%~~1.06% to ~~0.07%~~1.63%. Assumptions used for the calculation of the derivative liability of the Notes at June 30, ~~2020~~2021 were (1) stock price of ~~$0.0001~~ $0.0032 per share, (2) conversion prices ranging from ~~$0.00001~~ $0.0015 to ~~$0.00007~~ $0.0021 per share, (3) term of 6 months to 1 year, (4) expected volatility of ~~113.19% and 139.74%~~257.53% to 392.02%, and (5) risk free interest rate of ~~0.16%~~0.09%.

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, 2020 $ 1,420,455
Additions 2,985,855
Gain
(433,147
)
Change resulting from conversions (3,074,716 )
Balance at March 31, 2021 $ 898,447

SCHEDULE OF EMBEDDED DERIVATIVE LIABILITY MEASURED AT FAIR VALUE USING SIGNIFICANT UNOBSERVABLE INPUTS

	Level 3
Balance at June 30, 2021	$	1,007,577
Additions		217,393
Gain		(432,182	)
Balance at March 31, 2022	$	792,788

NOTE J - CAPITAL STOCK

Preferred Stock

Filed with the State of Delaware:

On September 30, 1999, the Company filed a Certificate of Designations, Rights, Preferences and Limitations for a newly designated Series A 8% Convertible Preferred Stock, par value ~~$0.01.~~$0.01. The designation of the new Series A 8% Convertible Preferred Stock was approved by the Board of Directors on August 16, 1999. The Company is authorized to issue 3,000 shares of the Series A 8% Convertible Preferred Stock. March 31, ~~2021~~2022 and June 30, ~~2020,~~2021, the Company had 0 and 0 shares issued and outstanding, respectively.

On September 30, 1999, the Company filed a Certificate of Designations, Rights, Preferences and Limitations for a newly designated Series B 8% Convertible Preferred Stock, par value ~~$0.01.~~$0.01. The designation of the new Series B 8% Convertible Preferred Stock was approved by the Board of Directors on August 16, 1999. The Company is authorized to issue 3,000 shares of the Series B 8% Convertible Preferred Stock. At March 31, ~~2021~~2022 and June 30, ~~2020,~~2021, the Company had 0 and 0 shares issued and outstanding, respectively.

GLOBAL TECHNOLOGIES, LTD

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

For the nine months ended March 31, 2022 and 2021 ~~and 2020~~ (Unaudited)

NOTE J - CAPITAL STOCK (cont’d)

On February 15, 2000, the Company filed a Certificate of Designations, Rights, Preferences and Limitations for a newly designated Series C 5% Convertible Preferred Stock, par value ~~$0.01.~~$0.01. The designation of the new Series C 5% Convertible Preferred Stock was approved by the Board of Directors on February 14, 2000. The Company is authorized to issue 1,000 shares of the Series C 5% Convertible Preferred Stock. At March 31, ~~2021~~2022 and June 30, ~~2020,~~2021, the Company had 0 and 0 shares issued and outstanding, respectively.

On April 26, 2001, the Company filed a Certificate of Designations, Rights, Preferences and Limitations for a newly designated Series D Convertible Preferred Stock, par value ~~$0.01.~~$0.01. The designation of the new Series D Convertible Preferred Stock was approved by the Board of Directors on April 26, 2001. The Company is authorized to issue 800 shares of the Series D Convertible Preferred Stock. At March 31, ~~2021~~2022 and June 30, ~~2020,~~2021, the Company had 0 and 0 shares issued and outstanding, respectively.

On June 28, 2001, the Company filed a Certificate of Designations, Rights, Preferences and Limitations for a newly designated Series E 8% Convertible Preferred Stock, par value ~~$0.01.~~$0.01. The designation of the new Series E 8% Convertible Preferred Stock was approved by the Board of Directors on March 30, 2001. The Company is authorized to issue 250 shares of the Series E Convertible Preferred Stock. At March 31, ~~2021~~2022 and June 30, ~~2020,~~2021, the Company had 0 and 0 shares issued and outstanding, respectively.

Series K Super Voting Preferred Stock

On July 31, 2019, the Company filed a Certificate of Designations, Rights, Preferences and Limitations for a newly designated Series K Super Voting Preferred Stock, par value ~~$0.01.~~$0.01. The designation of the new Series K Super Voting Preferred Stock was approved by the Board of Directors on July 16, 2019. The Company is authorized to issue three ~~(3)~~(3) shares of the Series K Super Voting Preferred Stock. At March 31, ~~2021~~2022 and June 30, ~~2020,~~2021, the Company had 3 and 3 shares issued and outstanding, respectively.

Dividends. Initially, there will be no dividends due or payable on the Series K Super Voting Preferred Stock. Any future terms with respect to dividends shall be determined by the Board consistent with the Corporation’s Certificate of Incorporation. Any and all such future terms concerning dividends shall be reflected in an amendment to this Certificate, which the Board shall promptly file or cause to be filed.

Liquidation and Redemption Rights. Upon the occurrence of a Liquidation Event (as defined below), the holders of Series K Super Voting Preferred Stock are entitled to receive net assets on a pro-rata basis. Each holder of Series K Super Voting Preferred Stock is entitled to receive ratably any dividends declared by the Board, if any, out of funds legally available for the payment of dividends. As used herein, “Liquidation Event” means (i) the liquidation, dissolution or winding-up, whether voluntary or involuntary, of the Corporation, (ii) the purchase or redemption by the Corporation of shares of any class of stock or the merger or consolidation of the Corporation with or into any other corporation or corporations, unless (a) the holders of the Series K Super Voting Preferred Stock receive securities of the surviving Corporation having substantially similar rights as the Series K Super Voting Preferred Stock and the stockholders of the Corporation immediately prior to such transaction are holders of at least a majority of the voting securities of the successor Corporation immediately thereafter (the “Permitted Merger”), unless the holders of the shares of Series K Super Voting Preferred Stock elect otherwise or (b) the sale, license or lease of all or substantially all, or any material part of, the Corporation’s assets, unless the holders of Series K Super Voting Preferred Stock elect otherwise.

Conversion. No conversion of the Series K Super Voting Preferred Stock is permitted.

Rank. All shares of the Series K Super Voting Preferred Stock shall rank (i) senior to the Corporation’s (A) Common Stock, par value $0.0001 per share (“Common Stock”), and any other class or series of capital stock of the Corporation hereafter created, except as otherwise provided in clauses (ii) and (iii) of this Section 4, (ii) pari passu with any class or series of capital stock of the Corporation hereafter created and specifically ranking, by its terms, on par with the Series K Super Voting Preferred-Stock and (iii) junior to any class or series of capital stock of the Corporation hereafter created specifically ranking, by its terms, senior to the Series K Preferred Stock, in each case as to distribution of assets upon liquidation, dissolution or winding up of the Corporation, whether voluntary or involuntary.

Voting Rights.

A. If at least one share of Series K Super Voting Preferred Stock is issued and outstanding, then the total aggregate issued shares of Series K Super Voting Preferred Stock at any given time, regardless of their number, shall have voting rights equal to 20 times the sum of: i) the total number of shares of Common stock which are issued and outstanding at the time of voting, plus ii) the total number of shares of any and all Preferred stocks which are issued and outstanding at the time of voting.

GLOBAL TECHNOLOGIES, LTD

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

For the nine months ended March 31, 2022 and 2021 ~~and 2020~~ (Unaudited)

NOTE J - CAPITAL STOCK (cont’d)

B. Each individual share of Series K Super Voting Preferred Stock shall have the voting rights equal to:

[twenty times the sum of: {all shares of Common stock issued and outstanding at the time of voting + all shares of any other Preferred stocks issued and outstanding at the time of voting}]

Divided by:

[the number of shares of Series K Super Voting Preferred Stock issued and outstanding at the time of voting]

With respect to all matters upon which stockholders are entitled to vote or to which stockholders are entitled to give consent, the holders of the outstanding shares of Series K Super Voting Preferred Stock shall vote together with the holders of Common Stock without regard to class, except as to those matters on which separate class voting is required by applicable law or the Certificate of Incorporation or By-laws.

Series L Preferred Stock

On July 31, 2019, the Company filed a Certificate of Designations, Rights, Preferences and Limitations for a newly designated Series L Preferred Stock, par value ~~$0.01.~~$0.01. The designation of the new Series L Preferred Stock was approved by the Board of Directors on July 16, 2019. The Company is authorized to issue five hundred thousand ~~(500,000)~~(500,000) shares of the Series L Preferred Stock. At March 31, ~~2021~~2022 and June 30, ~~2020,~~2021, the Company had ~~255~~ 276and 10 255shares issued and outstanding, respectively.

Dividends. The holders of Series L Preferred Stock shall be entitled to receive dividends when, as and if declared by the Board of Directors, in its sole discretion.

Voting.

a. If at least one share of Series L Preferred Stock is issued and outstanding, then the total aggregate issued shares of Series L Preferred Stock at any given time, regardless of their number, shall have voting rights equal to four times the sum of: i) the total number of shares of Common Stock which are issued and outstanding at the time of voting, plus ii) the total number of shares of all series of Preferred Stock which are issued and outstanding at the time of voting.

b. Each individual share of Series L Preferred Stock shall have the voting rights equal to:

[four times the sum of: {all shares of Common Stock issued and outstanding at time of voting + the total number of shares of all series of Preferred Stock issued and outstanding at time of voting}]

divided by:

[the number of shares of Series L Preferred Stock issued and outstanding at the time of voting]

Conversion Rights.

a) Outstanding. If at least one share of Series L Preferred Stock is issued and outstanding, then the total aggregate issued shares of Series L Preferred Stock at any given time, regardless of their number, shall be convertible into the number of shares of Common Stock defined by the formula set forth is section 4.b.

b) Method of Conversion.

i. Procedure- Before any holder of Series L 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 L 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 L 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.”

GLOBAL TECHNOLOGIES, LTD

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

For the nine months ended March 31, 2022 and 2021 ~~and 2020~~ (Unaudited)

NOTE J - CAPITAL STOCK (cont’d)

ii. Issuance- Shares of Series L Preferred Stock may only be issued in exchange for the partial or full retirement of debt held by Management, Employees, Consultants or as directed by a majority vote of the Board of Directors. The number of Shares of Series L Preferred Stock to be issued to each qualified person (member of Management, Employee or Consultant) holding a Note shall be determined by the following formula:

For retirement of debt: One (1) share of Series L Preferred stock shall be issued for each Five Thousand Dollar ($5,000) tranche of outstanding liability. As an example: If an officer has accrued wages due to him or her in the amount of $25,000, the officer can elect to accept 5 shares of Series L Preferred stock to satisfy the outstanding obligation of the Company.

iii. Calculation for conversion into Common Stock- Each individual share of Series L Preferred Stock shall be convertible into the number of shares of Common Stock equal to:

[5000]

divided by:

[.50 times the lowest closing price of the Company’s common stock for the immediate five-day period prior to the receipt of the Notice of Conversion remitted to the Company by the Series L Preferred stockholder]

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.

GLOBAL TECHNOLOGIES, LTD

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

For the nine months ended March 31, 2022 and 2021 ~~and 2020~~ (Unaudited)

NOTE J - CAPITAL STOCK (cont’d)

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) The holders of the Class A Shares and the Class B Shares shall vote as a single class on all matters submitted to a vote of the stockholders, with each Class A Share being entitled to one (1) vote and each Class B Share being entitled to six (6) votes, except as otherwise provided by ~~law.~~law.

(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.

GLOBAL TECHNOLOGIES, LTD

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

For the nine months ended March 31, 2022 and 2021 ~~and 2020~~ (Unaudited)

NOTE J - 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 canceled 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.

GLOBAL TECHNOLOGIES, LTD

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

For the nine months ended March 31, 2022 and 2021 ~~and 2020~~ (Unaudited)

NOTE J - CAPITAL STOCK (cont’d)

At March 31,~~, 2021~~ 2022 and June 30, ~~2020,~~2021, the Company is authorized to issue 14,991,000,000 and 14,991,000,000 shares of Class A Common Stock, respectively. At March 31,~~, 2021~~ 2022 and June 30, ~~2020,~~2021, the Company has ~~14,980,293,609~~ 13,449,828,986and ~~12,189,293,609~~ 14,680,293,609shares issued and outstanding, respectively. At March 31, ~~2021~~2022 and June 30, ~~2020,~~2021, the Company is authorized to issue 4,000,000 and 4,000,000 shares of Class B Common Stock, respectively. At March 31, ~~2021~~2022 and June 30, ~~2020,~~2021, the Company has 0 and 0 shares issued and outstanding, respectively.

Common Stock, Preferred Stock and Warrant Issuances

For the nine months ended March 31, ~~2021~~2022 and year ended June 30, ~~2020,~~2021, the Company issued and/or sold the following unregistered securities:

Common Stock:

Nine months ended March 31, 2022

On November 17, 2021, the Company issued 40,070,137 shares of common stock with a fair market value of $144,252 to a noteholder in satisfaction of $16,500 principal and $3,535 interest against the note dated December 17, 2019.

On November 17, 2021, the Company issued 126,674,824 shares of common stock with a fair market value of $456,029 for a cashless exercise of a warrant.

On December 13, 2021, the Company issued 50,000,000 shares of common stock to an accredited investor with a fair market value of $135,000 as per terms of the Securities Purchase Agreement under the Company’s Regulation A offering.

On December 14, 2021, the Company issued 60,000,000 shares of common stock to an accredited investor with a fair market value of $150,000 as per terms of the Securities Purchase Agreement under the Company’s Regulation A offering.

On December 15, 2021, the Company issued 50,000,000 shares of common stock to an accredited investor with a fair market value of $125,000 as per terms of the Securities Purchase Agreement under the Company’s Regulation A offering.

On December 16, 2021, the Company issued 66,700,000 shares of common stock to an accredited investor with a fair market value of $173,420 as per terms of the Securities Purchase Agreement under the Company’s Regulation A offering.

On December 17, 2021, the Company issued 50,000,000 shares of common stock to an accredited investor with a fair market value of $124,000 as per terms of the Securities Purchase Agreement under the Company’s Regulation A offering.

On December 21, 2021, the Company issued 33,333,333 shares of common stock to an accredited investor with a fair market value of $73,333 as per terms of the Securities Purchase Agreement under the Company’s Regulation A offering.

On December 22, 2021, the Company issued 66,700,000 shares of common stock to an accredited investor with a fair market value of $133,400 as per terms of the Securities Purchase Agreement under the Company’s Regulation A offering.

On December 22, 2021, the Company issued 55,000,000 shares of common stock with a fair market value of $110,000 to a noteholder in satisfaction of $68,750 principal and $2,750 interest against the note dated June 17, 2021.

On December 28, 2021, the Company issued 50,000,000 shares of common stock to an accredited investor with a fair market value of $90,000 as per terms of the Securities Purchase Agreement under the Company’s Regulation A offering.

On December 29, 2021, the Company issued 66,700,000 shares of common stock to an accredited investor with a fair market value of $113,390 as per terms of the Securities Purchase Agreement under the Company’s Regulation A offering.

On January 3, 2022, the Company issued 66,700,000 shares of common stock to an accredited investor with a fair market value of $120,060 as per terms of the Securities Purchase Agreement under the Company’s Regulation A offering.

On January 3, 2022, the Company issued 50,000,000 shares of common stock to an accredited investor with a fair market value of $90,000 as per terms of the Securities Purchase Agreement under the Company’s Regulation A offering.

On January 18, 2022, the Company issued 55,108,596 shares of common stock with a fair market value of $93,685 to a noteholder in satisfaction of $48,750 principal and $1,950 interest against the note dated July 12, 2021.

On March 3, 2022, the Company issued 500,000,000 shares of common stock with a fair market value of $650,000 to an Accredited Investor (the “Investor”) to replace shares of common stock the Investor had returned to the Company in prior periods.

On March 3, 2022, the Company issued 600,000,000 shares of common stock with a fair market value of $780,000 to an Accredited Investor (the “Investor”) to replace shares of common stock the Investor had returned to the Company in prior periods.

On March 15, 2022, the Company issued 163,548,387 shares of common stock with a fair market value of $81,774 to a noteholder in satisfaction of $48,750 principal and $1,950 interest against the note dated September 9, 2021.

GLOBAL TECHNOLOGIES, LTD

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

For the nine months ended March 31, 2022 and 2021 (Unaudited)

Common Stock cancelled during the nine months ended March 31, 2022

A total of 390,000,000 shares of common stock were returned to the Company by shareholders during the nine months ended March 31, 2022.

On October 18, 2021, a Default Final Judgment was entered in favor of the Company in the Complaint for Declaratory Judgment filed with the Circuit Court of the Eleventh Judicial Circuit in and for Miami-Dade County, Florida against Fortis Holdings, Ltd, Wayfarer Management, Ltd, Flash Funding, Inc. and OTC Capital Partners, LLC. A total of 2,991,000,000 shares of the Company’s issued and outstanding common stock were voided.

Fiscal year ended June 30, 2021

On September 22, 2020, the Company issued 596,785,387 shares of restricted common stock with a fair market value of ~~$59,679~~$59,679 to a noteholder in satisfaction of ~~$29,839~~$29,839 in penalties against the note dated January 24, 2018.

On November 25, 2020, the Company issued 637,526,342 shares of restricted common stock with a fair market value of ~~$63,753~~$63,753 to a noteholder in satisfaction of ~~$31,876~~$31,876 in penalties against the note dated January 24, 2018.

On December 13, 2020, the Company issued 669,338,906 shares of restricted common stock with a fair market value of ~~$200,802~~$200,802 to a noteholder in satisfaction of ~~$33,467~~$33,467 in penalties against the note dated January 24, 2018.

On December 22, 2020, the Company issued 702,738,918 shares of restricted common stock with a fair market value of ~~$281,096~~$281,096 to a noteholder in satisfaction of ~~$35,137~~$35,137 in penalties against the note dated January 24, 2018.

On January 14, 2021, the Company issued 500,000,000 shares of restricted common stock with a fair market value of ~~$900,000~~$900,000 to a noteholder in satisfaction of ~~$20,000~~$20,000 principal against the note dated June 3, 2019.

On January 19, 2021, the Company issued 300,000,000 shares of restricted common stock with a fair market value of ~~$1,200,000~~$1,200,000 to a noteholder in satisfaction of ~~$42,000~~$42,000 principal against the note dated November 30, 2019.

On January 21, 2021, the Company issued 194,610,447 shares of restricted common stock with a fair market value of ~~$1,264,968~~$1,264,968 to a noteholder in satisfaction of ~~$1,946~~$1,946 principal against the note dated January 24, 2018.

On February 22, 2021, the Company issued 150,000,000 shares of restricted common stock with a fair market value of ~~$1,710,000~~$1,710,000 to a noteholder in satisfaction of ~~$1,946~~$1,500 in penalties against the note dated January 24, 2018.

A total of 1,260,000,000 shares of common stock were returned to the Company during the year ended June 30, 2021 to be retired.

Preferred Stock:

Nine months ended March 31, 2022

On February 15, 2022, the Company issued 21 shares of the Company’s Series L Preferred Stock to the Company’s sole officer and director as reimbursement for returning 1,028,030,000 shares of common stock to the Company.

Fiscal year ended June 30, ~~2020~~

~~None~~

~~Preferred Stock:~~

~~Nine months ended March 31,~~ 2021

On February 15, 2021, the Company issued ~~one hundred~~100 shares of the Company’s Series L Preferred Stock ~~(the “Shares”)~~ to two Consultants in satisfaction of ~~$500,000~~$500,000 cash compensation due for past consulting services. Each Consultant received 50 Shares.

On March 1, 2021, the Company issued ~~forty~~40 shares of the Company’s Series L Preferred Stock, to an affiliate of the Company’s sole officer and director, in satisfaction of ~~$200,000~~$200,000 principal and interest outstanding on a Convertible Promissory Note dated July 27, 2018.

On March ~~31,~~15, 2021, the Company issued ~~twenty-six~~50 shares of the Company’s Series L Preferred Stock in satisfaction of ~~$130,000~~$250,000 principal outstanding on a Convertible Promissory Note dated November 30, 2019.

On March 31, 2021, the Company issued 26 shares of the Company’s Series L Preferred Stock in satisfaction of $130,000 principal and interest outstanding on a Convertible Promissory Note dated June 3, 2018.

On March 31, 2021, the Company issued ~~eight~~8 shares of the Company’s Series L Preferred Stock in satisfaction of ~~$40,000~~$40,000 principal and interest outstanding on a Convertible Promissory Note dated June 29, 2018.

On March 31, 2021, the Company issued ~~eighteen~~18 shares of the Company’s Series L Preferred Stock to the Company’s sole officer and director as reimbursement for returning 890,000,000 shares of common stock to the Company.

On March 31, 2021, the Company issued ~~three~~3 shares of the Company’s Series L Preferred Stock to a non-affiliate as reimbursement for returning 150,000,000 shares of common stock to the Company.

On March 15, 2021, the Company issued fifty shares of the Company’s Series L Preferred Stock in satisfaction of $250,000 principal outstanding on a Convertible Promissory Note dated November 30, 2019.

~~Fiscal year ended June 30, 2020~~

~~On August 2, 2019, the Company issued three (3) shares of its Series K Super Voting Preferred Stock to its sole officer and director, Jimmy Wayne Anderson.~~

~~On September 2, 2019, the Company issued ten (10) shares of its Series L Preferred Stock to Sylios Corp, an entity controlled by the Company’s sole officer and director.~~

Warrants and Options:

On December 17, 2019, the Company entered into a Securities Purchase Agreement (the “Agreement”) with Armada Capital Partners, LLC (“Armada”) wherein the Company issued Armada a Convertible Promissory Note (the “Note”) in the amount of ~~$11,000~~$11,000 ($1,000 OID). The Note has a term of one ~~(1)~~(1) year (due on December 17, ~~2020)~~2020) and bears interest at 8%8% annually. As part and parcel of the foregoing transaction, Armada was issued a warrant granting the holder the right to purchase up to 560,800 shares of the Company’s common stock at an exercise price of ~~$0.024~~$0.024 for a term of ~~5-years.~~5-years. The transaction closed on December 17, 2019. ~~Please see~~ ~~NOTE G - NOTES PAYABLE, THIRD PARTIES~~On November 17, 2021, the Company issued Armada 126,674,824 shares of common stock for ~~further information.~~a cashless exercise of the warrant.

As of March 31, 2022, the Company had 0 outstanding warrants or options.

GLOBAL TECHNOLOGIES, LTD

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

For the nine months ended March 31, 2022 and 2021 ~~and 2020~~ (Unaudited)

NOTE K - COMMITMENTS AND CONTINGENCIES

Occupancy

Currently, the Company shares office space with Sylios Corp at 501 1^st Ave N., Suite 901, St. Petersburg, FL 33701 and is not required to reimburse Sylios Corp for monthly rent. The Company anticipates that this relationship will change with the ~~additional employees~~Closing of the Tersus Power Stock Exchange Agreement and that it will be required to enter into a new lease for ~~a separate~~ office space.

Employment and Director Agreements

On ~~January 26, 2018,~~July 1, 2021, the Company executed a new Board of Directors Service Agreement with Jimmy Wayne Anderson. Under the terms of the Agreement, ~~commencing the first calendar quarter of 2018 the Company is to pay~~ Mr. Anderson ~~$10,000 per quarter for which~~shall receive a one-time bonus payment of Fifty Thousand and no/100 dollars ($50,000.00) upon execution of the Agreement, and Twenty Thousand and no/100 dollars ($20,000.00) paid to Mr. Anderson ~~serves on the Board of Directors. In addition to cash compensation, the Company is to issue Mr. Anderson the equivalent of $10,000 of the Company’s common stock~~ on the last calendar day of each ~~quarter. The calculation for the number of shares to be issued to~~quarter as long as Mr. Anderson ~~shall be as follows: $10,000/(Closing stock price on the last trading day of each quarter x .80). Please~~ ~~see~~~~NOTE F – ACCRUED OFFICER AND DIRECTOR COMPENSATION~~ ~~for further information.~~

~~Consulting Agreements~~

~~On January 2, 2020, the Company entered into a Consulting Agreement (the “Agreement”) with Timothy Cabrera (the “Consultant”). Under the terms of the Agreement, the Consultant is~~continues to ~~provide services to further the business plan of the Company’s subsidiaries, seek~~fulfill his duties and advise the Company on the acquisition of potential products, seek acquisition candidates and on the sale of any inventory. The Agreement has a term of one (1) year and the Consultant is to be compensated Two Hundred Fifty Thousand and NO/100 Dollars ($250,000). On February 15, 2021, the Company issued fifty (50) shares of the Company’s Series L Preferred Stock to the Consultant in satisfaction of $250,000 compensation due under the Agreement.

~~On January 2, 2020, the Company entered into a Consulting Agreement (the “Agreement”) with Brian McFadden (the “Consultant”). Under the terms of the Agreement, the Consultant is to~~ provide services to manage the Company’s HMNRTH subsidiary, manage the process of new CBD formulas from development to sale, seek and advise the Company on the acquisition of potential products and on the sale of any inventory. The Agreement has a term of one (1) year and the Consultant is to be compensated Two Hundred Fifty Thousand and NO/100 Dollars ($250,000). On February 15, 2021, the Company issued fifty (50) shares of the Company’s Series L Preferred Stock to the Consultant in satisfaction of $250,000 compensation due under the Agreement.

On August 22, 2019, the Company entered into a Consulting Agreement (the “Agreement”) with Sylios Corp (the “Consultant”), an entity controlled by the Company’s President, Jimmy Wayne Anderson. Under the terms of the Agreement, the Consultant is to provide services related to acquisitions, mergers and certain day to day tasks of managing a public company. As compensation, the Company shall pay Consultant $50,000 through the issuance of ten (10) shares of the Company’s Series L Preferred Stock. The Company issued the shares of Series L Preferred Stock on September 2, 2019. The Agreement had a term of six (6) months or until the Consultant completed the services ~~requested.~~set forth above. The ~~services have been completed by~~compensation of $20,000 per quarter commenced with the ~~Consultant.~~third calendar quarter of 2021 (first fiscal quarter of 2022).

NOTE L - 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 March 31, ~~2021,~~2022, we had an accumulated deficit of ~~$164,098,096.~~ $165,097,352. For the nine months ended March 31, ~~2021,~~2022, we had cash used in operating activities of ~~$116,000.~~$280,876. We expect to continue to incur negative cash flows until such time as our operating segments generate sufficient cash inflows to finance our operations and debt service requirements.

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 through September ~~2021.~~2022.

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 M - SUBSEQUENT EVENTS

On April 29, 2022, the Company issued 335,833,333 shares of common stock with a fair market value of $67,167 to a noteholder in satisfaction of $38,750 principal and $1,550 interest against the note dated October 27, 2021.

2529

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, 2020, 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~~��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. (hereinafter the “Company”, “Our”, “We”, or “Us”) is a publicly quoted company that 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 501 1^stAve 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 until March 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 Technology Development & Demonstration phase of the Innovative Cycle, which includes Prototype, Demonstration and Market Analysis.

In March 2011, the Company abandoned its operations. Mr. Jimmy Wayne Anderson, our sole officer and director, was appointed a director of the Company in December 2017 and an officer in January 2018.

Current Operations

On November 30, 2019, the Company entered into a Purchase and Sale Agreement (the “Agreement”) for the purchase of TCBM Holdings, LLC (“TCBM”) and its two wholly owned subsidiaries, HMNRTH, LLC and 911 Help Now, LLC. Under the terms of the Agreement, the Company issued a Convertible Promissory Note (the “Note”) in the amount of $2,000,000 to Jetco 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.

On March 11, 2020, the Company, through its two wholly owned subsidiaries, HMNRTH, LLC (the “Seller”) and TCBM Holdings, LLC (the “Owner”) (together Seller and Owner the “Selling Parties”) entered into an Asset Purchase Agreement (the “Agreement”) with Edison 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 on March 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 of Jetco Holdings, LLC as payment against the November 30, 2019 Convertible Promissory Note issued by the Company. Please see NOTE G - NOTES PAYABLE, THIRD PARTIES for further information.

On September 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 by Global Clean Solutions, LLC (“Global”) and held in the name of Graphene 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.

2630

Our wholly owned subsidiaries:

About TCBM Holdings, LLC

On December 28, 2020, the Company, through its wholly owned subsidiary TCBM Holdings, LLC, entered into an Amendment to Management Agreement (the “Amendment”) by and between Vinco Ventures, Inc. (f/k/a Edison Nation, Inc.) and Scalematix, LLC (together, the “Company”), TCBM Holdings, LLC and Graphene Holdings, LLC. Under the terms of the Amendment, TCBM Holdings, LLC agreed to transfer all benefits and obligations under the Management Agreement dated August 12, 2019 to Graphene Holdings, LLC and its owner Timothy Cabrera in consideration for the reduction of outstanding principal in the amount of $400,000 against the Convertible Promissory Note issued to Jetco Holdings, LLC on November 3, 2019 by Global Technologies, Ltd, the parent of TCBM Holdings, LLC.

About HMNRTH, LLC

Regulation of HMNRTH products:

About 911 Help Now, LLC

About Markets on Main, LLC

About Tersus Power, Inc. (Delaware)

Tersus Power, Inc. (Delaware) was formed as a ~~fee equal to twenty percent (20%)~~wholly owned subsidiary as per the terms of the ~~Net Profits generated from Licensee’s clients through~~Share Exchange Agreement entered into with Tersus Power, Inc. and the ~~Platform.~~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 the State of Delaware on March 15, 2022.

Investment:

Global Clean Solutions, LLC Acquisition

	●	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

~~COVID-19~~The Company elected to impair its investment in Global Clean during the year ended June 30, 2021 as it does not anticipate generating any further revenue from this investment.

Consulting Services:

~~COVID-19~~On May 10, 2021, the Company entered into a Consulting Agreement (the “Agreement”) with CoroWare, Inc. (“CoroWare”). Under the terms of the Agreement, the Company is to prepare the following financial reports for CoroWare: (i) Registration Statement and all subsequent amendments, (ii) Quarterly Reports for the periods ended March 31, 2021, June 30, 2021 and September 30, 2021, and (iii) Annual Report for the period ended December 31, 2021. The Agreement shall have a term of one (1) year or until CoroWare’s Annual Report is filed with OTC Markets or the SEC. The Company shall be compensated a total of $45,000 in three equal payments of $15,000. As of March 31, 2022, the Company has ~~caused~~received $45,000 compensation.

On June 29, 2021, the Company entered into a Fee Agreement for the preparation of a registration statement on Form S-1 and ~~continues~~all follow up correspondence with the appropriate regulatory agencies. As of March 31, 2022, the Company has received $5,000 compensation.

On December 16, 2021, the Company entered into a Consulting Agreement (the “Agreement”) with Palisades Holding Corp, Inc. (“Palisades”). Under the terms of the Agreement, the Company is to ~~cause significant loss of life~~prepare a Registration Statement on Form S-1 (the “Registration Statement”) and ~~disruption~~all subsequent amendments to the ~~global economy, including~~Registration Statement. The Agreement shall remain in effect for the ~~curtailment~~earlier of ~~activities~~six (6) months or until Palisade’s Registration Statement is filed with the SEC. The Company shall be compensated a total of $25,000 upon the first funding transaction in an amount of $49,000 or more by ~~businesses~~Palisade. As of March 31, 2022, the Company has received $- compensation.

Share Exchange Agreement with Tersus Power, Inc. (Nevada)

As a result of the pandemic, we have experienced, and continue to experience, weakened demand for our products. Many of our customers have been unable to sell our products in their stores due to government-mandated closures and have deferred or significantly reduced orders for our products. We expect these trends to continue until such closures are significantly curtailed or lifted. In addition, the pandemic has reduced foot traffic in the stores where our products are sold that remain open, and the global economic impact of the pandemic has temporarily reduced consumer demand for our products as they focus on purchasing essential goods.

~~Given these factors,~~Exchange Agreement, at Closing the Company ~~anticipates that~~shall deliver to the ~~greatest impact from the COVID-19 pandemic in 2020 occurred in the second quarter~~Tersus Shareholders a to-be-determined pro-rata number of ~~2020 and resulted in a slowdown~~shares of the Company’s ~~operations.~~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.”, a Delaware 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, and FINRA 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.

~~In addition, certain~~
The Exchange Agreement provides for mutual indemnification for breaches of ~~our suppliers~~representations and covenants.

Unless the Exchange Agreement shall have been terminated and the ~~manufacturers~~transactions therein contemplated shall have been abandoned, the closing of ~~certain~~the Exchange (the “Closing”) will take place at 5:00 p.m. Pacific Time on the second business day following the satisfaction or waiver of ~~our products were adversely impacted by COVID-19. As~~the conditions (the “Closing Date”). Either party may terminate the Exchange Agreement if a ~~result, we faced delays~~Closing has not occurred on or difficulty sourcing products, which negatively affected our business and financial results. Even if we are able to find alternate sources for such products, they may cost more and cause delays in our supply chain, which could adversely impact our profitability and financial condition.before June 30, 2022.

We have taken actions to protect our employees in response to the pandemic, including closing our corporate offices and requiring our office employees to work from home. At our grow facilities, certain practices are in effect to safeguard workers, including a staggered work schedule, and we are continuing to monitor direction from local and national governments carefully.About Tersus Power, Inc.

AsTersus Power Inc. was founded in 2020 as a ~~result~~contract manufacturer that will build and deliver Modular Hydrogen Fueling stations across the U.S and Canada. Tersus Power is located in Nevada and is in the process of commissioning a facility to manufacture the ~~impact~~initial prototypes, and then ramp up to manufacture 10 modular fueling stations per month. The Company’s manufacturing facility will be located in the Pittsburgh, PA metroplex.

Tersus Power bases its Gen3 Modular Hydrogen Fueling Station on the PowerTap PT50, which was originally developed and manufactured by Nuvera in cooperation with the Department of ~~COVID-19 on our financial results,~~Energy. Tersus Power’s next generation modular Hydrogen fueling station will utilize the patented solutions developed by Nuvera and the ~~anticipated future impact~~Department of ~~the pandemic, we have implemented cost control measures~~Energy and ~~cash management actions, including:~~will generate up to 1250 Kg of pure Hydrogen daily.

~~● Furloughing~~Tersus Power’s sole objective is to design a ~~significant portion~~safe, adaptable and affordable hydrogen fueling station that allows for rapid development and deployment of ~~our employees;~~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.

~~● Implementing 20% salary reductions across our executive team and other members of upper-level management; and~~

~~● Executing reductions in operating expenses, planned inventory levels and non-product development capital expenditures; and~~

~~● Proactively managing working capital, including reducing incoming inventory to align with anticipated sales.~~

Critical Accounting Policies, Judgments and Estimates

There were no material changes to our critical accounting policies and estimates during the interim period ended March 31, ~~2021.~~2022.

Please see our Annual Report on Form 10-K for the year ended June 30, ~~2020~~2021 filed on ~~December 21, 2020,~~October 13, 2021, for a discussion of our critical accounting policies and estimates and their effect, if any, on the Company’s financial results.

2933

Components of our Results of Operations

Revenues

We ~~sell~~generate revenue through three sources: (i) through the sale of consumer products either wholesale or direct to consumer through the Company’s ecommerce ~~sites. In addition, we generate revenue~~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 March 31, ~~2021~~2022 Compared to Three Months Ended March 31, ~~2020~~2021

The following table sets forth information comparing the components of net (loss) income for the three months ended March 31, ~~2021~~2022 and ~~2020:~~2021:

Three Months Ended
March 31,

Period over
Period Change

2021 2020 $ %
Revenues, net $ 15,000 $ 548,350 $ 15,000 100.00 %
Cost of revenues - 70,850 - -
Gross profit 15,000 477,500 15,000 100.00 %

Operating expenses:
Selling, general and administrative 17,056 15,408 1,648 10.70 %
Other operating expenses 104,120
44,008
59,752 134.67 %
Total operating expenses 121,176 59,416 61,760 103.95 %
Operating loss (106,176 ) (59,416 ) (46,760 ) 78.70 %

Other (expense) income:
Interest income - 1,212 (1,212 ) -100.00 %
Forgiveness of debt and accrued interest 336,786 - 336,786 100.00 %
Loss on issuance on notes payable (2,600,575 ) - (2,600,575 ) 100.00 %
Gain (loss) on derivative liability 18,937,780 1,233,967 17,703,813 1,434.71 %
Amortization of debt discounts (141,704 ) (1,076,357 ) (934,653 ) -86.83 %
Interest expense (59,561 ) (17,406 ) 42,155 242.19 %
Total other income 16,472,726 141,416 16,331,310 11,548.41 %
Gain before income taxes 16,366,550
559,500
16,281,550 19,154.76 %
Income tax expense - - - -
Net gain 16,366,550
559,500
16,281,550 19,154.76 %

	For the Three Months Ended March 31,						Period over 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 ended March 31, 2022 and 2021 were $11,927 and ~~2020 were~~ $15,000, ~~and $548,350,~~ respectively.

~~Cost of Revenues~~

For the three months ended March 31, ~~2021 and 2020, cost~~2022, revenue was derived from consulting services as well as sales generated under the Company’s Exclusive Distribution Agreement with Amfluent, LLC.

Cost of ~~revenues was $- and $70,850, respectively.~~Revenues

~~Gross Profit~~

For the three months ended March 31, 2022 and 2021, cost of revenues was $598 and ~~2020, gross profit was $15,000 and $477,500,~~$-, respectively.

~~Operating Expenses~~

~~Selling, general and administrative expenses were $17,056 and $15,408~~ The cost of revenues for the three months ended March 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 March 31, 2022 and 2021, gross profit was $11,329 and ~~2020,~~$15,000, respectively.

Operating Expenses

Operating expenses were $123,870 and $121,176 for the three months ended March 31, 2022 and 2021, respectively, representing an increase of ~~$1,648,~~$2,694, or ~~10.70%~~2.22%. The Company’s selling, general and administrative expenses increased due to the operations of the Company’s subsidiary, Market on Main, LLC.

~~Other (Expenses) Income~~

~~Other income~~Operating loss

Operating loss was ~~$16,472,726~~($112,541) and ~~$141,416~~($106,716) for the three months ended March 31, ~~2021~~2022 and ~~2020,~~2021, respectively, representing an increase of ~~$16,331,310,~~$6,365, or ~~11,548.41%~~5.99%.

Other (Expenses) Income

Other income was ($270,745) and $16,472,726 for the three months ended March 31, 2022 and 2021, respectively, representing a decrease of $16,743,471, or 101.64%. The other (expenses) income for the three months ended March 31, ~~2021~~2022 included amortization of debt discounts of ($~~141,704)~~119,331), interest expense of ($~~59,561)~~9,428), ~~gain~~loss on derivative liability of ~~$18,937,780 and forgiveness~~($84,948), loss on issuance of ~~debt and accrued~~notes payable of ($63,038) offset by interest income of ~~$336,786.~~$6,000.

Income tax expense

There was no income tax expense for the three months ended March 31, ~~2021~~2022 and ~~2020.~~2021.

Net income

Net (loss) income was ($383,286) and 16,366,550 for the three months ended March 31, 2022 and 2021, respectively, representing a decrease of $16,749,836, or 102.34%.

Nine Months Ended March 31, ~~2021~~2022 Compared to Nine Months Ended March 31, ~~2020~~2021

The following table sets forth information comparing the components of net (loss) income for the nine months ended March 31, ~~2021~~2022 and ~~2020:~~2021:

Nine Months Ended
March 31,

Period over
Period Change

2021 2020 $ %
Revenues, net $ 15,000 $ 548,350 $ -533,350 -97.26 %
Cost of revenues - 70,850 -70,850 -100.00 %
Gross profit 15,000 477,500 -462,500 -96.86 %

Operating expenses:
Selling, general and administrative 161,766 33,488 126,270 377.06 %
Other operating expenses 165,386 176,368 (10,982 ) -6.23 %
Total operating expenses 327,152 209,856 117,296 55.89 %
Operating (loss) income (312,152 ) 267,644 (579,796 ) -216.63 %

Other (expense) income:
Investment income 12,197 - 12,197 100.00 %
Interest income - 1,859 (1,859 ) -100.00 %
Forgiveness of debt and accrued interest
336,786

-

336,786

100.00
%
Gain on derivative liability 433,147 223,201 209,946 94.06 %
Loss on issuance of notes payable (2,715,865 ) - (2,715,865 ) 100 %
Amortization of debt discounts (763,883 ) (1,246,642 ) (482,759 ) -38,72 %
Interest expense (150,965 ) (30,154 ) 120,811 400.65 %
Total other expenses (2,848,583 ) (1,051,736 ) 1,796,847 170.85 %
Loss before income taxes (3,160,735 ) (1,051,736 ) 2,108,999 200.53 %
Income tax expense - - - -
Net loss (3,160,735 ) (784,092 ) 2,376,643 303.11 %

	For the Nine Months Ended March 31,						Period over 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 ended March 31, 2022 and 2021 were $106,927 and ~~2020 were~~ $15,000, ~~and $548,350,~~ respectively. The Company’s revenue ~~decreased for the three months ended March 31, 2021 as the Company sold all CBD inventory during the March 31, 2020 period.~~

~~Cost of Revenues~~

~~For the nine months ended March 31, 2021 and 2020, cost of revenues was $- and $70,850, respectively.~~

~~Gross Profit~~

~~For the nine months ended March 31, 2021 and 2020, gross profit was $15,000 and $477,500, respectively.~~

~~Operating Expenses~~

~~Selling, general and administrative expenses were $161,766 and $33,488~~increased for the nine months ended March 31, 2021 ~~and 2020, respectively, representing an increase of $126,270, or 377.06%. The Company’s selling, general and administrative expenses increased due to the initiated operations of~~as the Company’s ~~subsidiary, Market on Main,~~consulting revenue increased and the Company initiated the sales under its Exclusive Distribution Agreement with Amfluent, LLC.

~~Other (Expenses) Income~~Cost of Revenues

~~Other (expenses) income~~For the nine months ended March 31, 2022 and 2021, cost of revenues was $598 and $-, respectively.

Gross Profit

For the nine months ended March 31, 2022 and 2021, gross profit was $106,329 and $15,000, respectively.

Operating Expenses

Operating expenses were ~~($2,848,583)~~$321,787 and ~~($1,051,736)~~$327,152 for the nine months ended March 31, 2022 and 2021, respectively, representing a decrease of $5,365, or 1.64%.

Operating loss

Operating loss was ($215,458) and ~~2020,~~($312,152) for the nine months ended March 31, 2022 and 2021, respectively, representing a decrease of $96,694, or 30.98%.

Other (Expenses) Income

Other (expenses) income were $284,128 and ($2,848,583) for the nine months ended March 31, 2022 and 2021, respectively, representing an increase of ~~$1,796,847,~~$3,132,711, or ~~170.85%~~109.97%. The other (expenses) income for the nine months ended March 31, 2021 included amortization of debt discounts of ($~~763,883)~~381,013), interest expense of ($~~150,965)~~51,084), ~~gain on derivative liability of $433,147,~~ loss on issuance of notes payable of ($~~2,715,865) and investment~~217,393) offset by gain on derivative liability of $478,047, interest income of ~~$12,197.~~$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 March 31, ~~2021~~2022 and ~~2020.~~2021.

Net loss

Net income (loss) was $68,670 and ($3,160,735) for the nine months ended March 31, 2022 and 2021, respectively, representing an increase of $3,229,405, or 102.17%.

Liquidity and Capital Resources

The following table summarizes the cash flows for the nine months ended March 31, ~~2021~~2022 and ~~20120:~~2021:

	March 31, 2021			March 31, 2020			March 31, 2022			March 31, 2021
Cash Flows:

Net cash (used in) provided by operating activities	$	(116,000	)	$	227,785
Net cash used in investing activities		-			(1,383,009	)
Net cash provided by (used in) financing activities		129,089			1,168,923
Net cash (used in) operating activities							$	(280,876	)	$	(116,000	)
Net cash (used in) investing activities								(250,000	)		-
Net cash provided by financing activities								1,103,426			129,089

Net increase (decrease) in cash		13,089			13,699			572,500			13,089
Cash at beginning of period		25			-			56,300			25

Cash at end of period	$	13,114		$	13,699		$	628,850		$	13,114

As of March 31, ~~2021,~~2022, the Company had ~~$5,175~~$628,850 in cash.

We had cash (used in) ~~provided by~~operating activities of ($280,876) for the nine months ended March 31, 2022, compared to cash (used in) operating activities of ($116,000) for the nine months ended March 31, ~~2021, compared to cash provided by operating activities of $277,785 for the nine months ended March 31, 2020.~~2021.

We had cash (used in) investing activities of $-$250,000 and ~~($1,383,009)~~- for the nine months ended March 31, ~~2021~~2022 and ~~2020,~~2021, respectively.

We had cash provided by financing activities of ~~$129,089~~$1,103,426 and ~~$1,168,923~~$129,089 for the nine months ended March 31, ~~2021~~2022 and ~~2020,~~2021, respectively, of which ~~$215,392~~$915,200 was ~~repayments~~issuance of stock under ~~notes payable~~the Company’s Regulation A offering and ~~$340,000~~$223,750 borrowings from notes payable during the nine months ended March 31, ~~2021.~~2022.

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.

Seasonality

We do not consider our business to be seasonal.

Commitments and Contingencies

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.

Inflation and Changing Prices

Neither inflation nor changing prices for the ~~six~~nine months ended March 31, ~~2021~~2022 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 March 31, ~~2021,~~2022, 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 March 31, ~~2021~~2022 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.

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. I 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.

On February 9, 2021, the Company filed a Complaint for Declaratory Judgment in the Circuit Court of the Eleventh Judicial Circuit in and for Miami-Dade County, Florida against Fortis Holdings, Ltd, Wayfarer Management, Ltd, Flash Funding, Inc. and OTC Capital Partners, LLC (together, the “Defendants”). The Complaint cites errors and improper inclusions of transfers that are void for fraud or want of consideration. Plaintiff is not seeking monetary relief in this action, but rather a declaratory decree establishing that the transactions with the named Defendants are void, erroneous or cancellable. As of the date of this filing, three of the Defendants have failed to answer the Claim. The Company has filed a Motion for Clerk Defaults against ~~two~~three of the Defendants. ~~The~~On August 18, 2021, the Company isfiled a Notice without Prejudice dropping OTC Capital Partners, LLC as a defendant. On September 10, 2021, the Company filed a Motion for Entry of Default Judgment, the same was heard and granted on October 5, 2021 during a status conference of the pending case. On October 18, 2021, a Default Final Judgment was entered in ~~settlement negotiations with~~favor of the ~~one remaining Defendant.~~Company against Fortis Holdings, Ltd, Wayfarer Management, Ltd, and Flash Funding, Inc. A total of 2,991,000,000 shares of the Company’s issued and outstanding common stock have been voided.

Item 1A. Risk Factors

Not required for smaller reporting companies.

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 stock- Nine months ended March 31, ~~2021~~2022

On ~~September 22, 2020,~~November 17, 2021, the Company issued ~~596,785,387~~40,070,137 shares of ~~restricted~~ common stock with a fair market value of ~~$59,679~~$144,252 to a noteholder ~~for $29,839~~ in ~~penalties~~satisfaction of $16,500 principal and $3,535 interest against the note dated ~~January 24, 2018.~~December 17, 2019.

On November ~~25, 2020,~~17, 2021, the Company issued ~~637,526,342~~126,674,824 shares of ~~restricted~~ common stock with a fair market value of ~~$63,753 to~~$456,029 for a ~~noteholder for $31,876 in penalties against the note dated January 24, 2018.~~cashless exercise of a warrant.

On December 13, ~~2020,~~2021, the Company issued ~~669,338,906~~50,000,000 shares of ~~restricted~~common stock to an accredited investor with a fair market value of $135,000 as per terms of the Securities Purchase Agreement under the Company’s Regulation A offering.

On December 22, 2021, the Company issued 55,000,000 shares of common stock with a fair market value of ~~$200,802~~$110,000 to a noteholder ~~for $33,467~~ in ~~penalties~~satisfaction of $68,750 principal and $2,750 interest against the note dated ~~January 24, 2018.~~June 17, 2021.

On December ~~22, 2020,~~28, 2021, the Company issued ~~702,738,918~~50,000,000 shares of ~~restricted~~ common stock to an accredited investor with a fair market value of ~~$281,096 to a noteholder for $35,137 in penalties against~~$90,000 as per terms of the ~~note dated January 24, 2018.~~Securities Purchase Agreement under the Company’s Regulation A offering.

On ~~January 14,~~December 29, 2021, the Company issued ~~500,000,000~~66,700,000 shares of ~~restricted~~ common stock to an accredited investor with a fair market value of ~~$900,000~~$113,390 as per terms of the Securities Purchase Agreement under the Company’s Regulation A offering.

A total of 390,000,000 shares of common stock were returned to ~~a noteholder in satisfaction of $20,000 principal against the note dated June 3, 2019.~~

~~On January 19, 2021,~~ the Company ~~issued 300,000,000~~by shareholders during the six months ended December 31, 2021.

On October 18, 2021, a Default Final Judgment was entered in favor of the Company in the Complaint for Declaratory Judgment filed with the Circuit Court of the Eleventh Judicial Circuit in and for Miami-Dade County, Florida against Fortis Holdings, Ltd, Wayfarer Management, Ltd, Flash Funding, Inc. and OTC Capital Partners, LLC. A total of 2,991,000,000 shares of ~~restricted~~the Company’s issued and outstanding common stock ~~with a fair market value of $1,200,000 to a noteholder in satisfaction of $42,000 principal against the note dated November 30, 2019.~~were voided.

On January 21, 2021, the Company issued 194,610,447 shares of restricted common stock with a fair market value of $1,264,968 to a noteholder in satisfaction of $1,946 principal against the note dated January 24, 2018.

On February 22, 2021, the Company issued 150,000,000 shares of restricted common stock with a fair market value of $1,710,000 to a noteholder in satisfaction of $1,946 in penalties against the note dated January 24, 2018.

Item 3. Defaults Upon Senior Securities

None.

Item 4. Mine Safety Disclosures

Not applicable.

Item 5. Other Information

None

Item 6. Exhibits

The documents set forth below are filed, incorporated by reference or furnished herewith as indicated.

Index to Exhibits

Exhibit		Description

3.1		Articles of Incorporation of New IFT Corporation (previously filed with Form 10 on June 8, 2020)
3.2		Amended and Restated Certificate of Incorporation of New IFT Corporation (previously filed with Form 10 on June 8, 2020)
3.3		Certificate of Designation, Rights, Preferences and Limitations of Series A 8% Convertible Preferred Stock (previously filed with Form 10 on June 8, 2020)
3.4		Certificate of Designation, Rights, Preferences and Limitations of Series B 8% Convertible Preferred Stock (previously filed with Form 10 on June 8, 2020)
3.5		Certificate of Merger of Interactive Flight Technologies, Inc. into Global Technologies, Ltd (previously filed with Form 10 on June 8, 2020)
3.6		Certificate of Designation, Rights, Preferences and Limitations of Series C Convertible Preferred Stock (previously filed with Form 10 on June 8, 2020)
3.7		Certificate of Designation, Rights, Preferences and Limitations of Series D Convertible Preferred Stock (previously filed with Form 10 on June 8, 2020)
3.8		Certificate of Designation, Rights, Preferences and Limitations of Series E 8% Convertible Preferred Stock (previously filed with Form 10 on June 8, 2020)
3.9		Certificate of Amendment to the Company’s Amended and Restated Certificate of Incorporation (previously filed with Form 10 on June 8, 2020)
3.10		Foreign Profit Corporation Articles of Continuance filed with the State of Wyoming (previously filed with Form 10 on June 8, 2020)
3.11		Certificate of Designation, Rights, Preferences and Limitations of Series K Super Voting Preferred Stock filed with the State of Wyoming (previously filed with Form 10 on June 8, 2020)
3.12		Certificate of Designation, Rights, Preferences and Limitations of Series L Preferred Stock filed with the State of Wyoming (previously filed with Form 10 on June 8, 2020)
3.13		Certificate of Designation, Rights, Preferences and Limitations of Series K Super Voting Preferred Stock filed with the State of Delaware (previously filed with Amendment No. 1 to Form 10 on July 24, 2020)
3.14		Certificate of Designation, Rights, Preferences and Limitations of Series L Preferred Stock filed with the State of Delaware (previously filed with Form 10 on June 8, 2020)
3.15		Amended and Restated Bylaws of Global Technologies, Ltd (previously filed with Form 8-K on January 21, 2021)
4.1		Specimen Certificate common stock (previously filed with Form 10 on June 8, 2020)
10.1		Board of Directors Services Agreement with Jimmy Wayne Anderson dated January 26, 2018 (previously filed with Form 10 on June 8, 2020)
10.2		Convertible Note between the Company and Tri-Bridge Ventures, LLC dated January 24, 2018 (previously filed with Form 10 on June 8, 2020)
10.3		Convertible Note between the Company and Tri-Bridge Ventures, LLC dated February 16, 2018 (previously filed with Form 10 on June 8, 2020)

10.4		Convertible Note between the Company and Valvasone Trust dated June 3 2018 (previously filed with Form 10 on June 8, 2020)
10.5		Convertible Note between the Company and Jody A. DellaDonna dated June 29, 2018 (previously filed with Form 10 on June 8, 2020)
10.6		Convertible Note between the Company and Around the Clock Partners, LP dated July 27, 2018 (previously filed with Form 10 on June 8, 2020)
10.7		Indemnification Agreement between the Company and Jimmy Wayne Anderson dated January 25, 2018 (previously filed with Form 10 on June 8, 2020)
10.8		Consulting Agreement between Global Technologies, Ltd and Sylios Corp dated August 22, 2019 (previously filed with Form 10 on June 8, 2020)
10.9		Securities Purchase Agreement between Global Technologies, Ltd and Armada Capital Partners, LLC dated December 13, 2019 (previously filed with Form 10 on June 8, 2020)
10.10		Convertible Promissory Note between Global Technologies, Ltd and Armada Capital Partners, LLC dated December 13, 2019 (previously filed with Form 10 on June 8, 2020)
10.11		Common Stock Purchase Warrant Agreement between Global Technologies, Ltd and Armada Capital Partners, LLC dated December 13, 2019 (previously filed with Form 10 on June 8, 2020)
10.12		TCBM, LLC Purchase and Sale Agreement dated November 30, 2019 (previously filed with Form 10 on June 8, 2020)
10.13		Convertible Promissory Note between Global Technologies, Ltd and Jetco Holdings, LLC dated March 20, 2020 (previously filed with Form 10 on June 8, 2020)
10.14		Securities Purchase Agreement between Global Technologies, Ltd and Jetco Holdings, LLC dated March 20, 2020 (previously filed with Form 10 on June 8, 2020)
10.15		Consulting Agreement between Global Technologies, Ltd and Brian McFadden dated January 2, 2020 (previously filed with Form 10 on June 8, 2020)
10.16		Consulting Agreement between Global Technologies, Ltd and Timothy Cabrera dated January 2, 2020 (previously filed with Form 10 on June 8, 2020)
10.17		Asset Purchase Agreement between HMNRTH, LLC, TCBM Holdings, LLC and Edison Nation, Inc. and Scalematix, LLC dated March 11, 2020 (previously filed with Form 10 on June 8, 2020)
10.18		Quality Agreement between HMNRTH, LLC and Nutralife Biosciences dated September 23, 2019 (previously filed with Amendment No. 2 to Form 10 on August 10, 2020)
10.19		Commitment to be Bound by the Amended Operating Agreement to Effect Transfer of Membership Interest (previously filed with Form 8-K on September 4, 2020)
10.20		Convertible Promissory Note between Global Technologies, Ltd. and Graphene Holdings, LLC dated September 3, 2020 (previously filed with Form 8-K on September 4, 2020)
10.21		Securities Purchase Agreement between Global Technologies, Ltd and Graphene Holdings, LLC dated September 9, 2020 (previously filed with Form 8-K on September 22, 2020)
10.22		Convertible Promissory Note between Global Technologies, Ltd and Graphene Holdings, LLC dated September 9, 2020 (previously filed with Form 8-K on September 22, 2020)
10.23		Platform License Agreement between Markets on Main, LLC and Honey Badger Media, LLC dated November 5, 2020 (previously filed with Form 10-K on December 18, 2020)
10.24		Amendment to Management Agreement dated December 28, 2020 (previously filed with Form 8-K on January 7, 2021)
10.25		Convertible Promissory Note between Global Technologies, Ltd and Tri-Bridge Ventures, LLC dated January 20, 2021 (previously filed with Form 10-Q on February 16, 2021)
10.26		Complaint for Declaratory Judgment dated February 9, 2021 (previously filed with Form 8-K on February 12, 2021)

~~20.27~~10.27		Convertible Promissory Note between Global Technologies, Ltd and Tri-Bridge Ventures, LLC dated February 22, 2021 (previously filed with Form 8-K on March 8, 2021)
~~21.1~~10.28		Convertible Promissory Note between the Company and Power Up Lending Group Ltd. dated June 17, 2021 (previously filed with Form 8-K on June 24, 2021)
10.29		Securities Purchase Agreement between the Company and Power Up Lending Group Ltd. dated June 17, 2021 (previously filed with Form 8-K on June 24, 2021)
10.30		Board of Directors Services Agreement with Jimmy Wayne Anderson dated July 1, 2021 (previously filed with Form 10-K on October 13, 2021)
10.31		Convertible Promissory Note between the Company and Power Up Lending Group Ltd. dated July 12, 2021 (previously filed with Form 8-K on July 19, 2021)
10.32		Securities Purchase Agreement between the Company and Power Up Lending Group Ltd. dated July 12, 2021 (previously filed with Form 8-K on July 19, 2021)
10.33		Convertible Promissory Note between the Company and Power Up Lending Group Ltd. dated September 9, 2021 (previously filed with Form 8-K on September 16, 2021)
10.34		Securities Purchase Agreement between the Company and Power Up Lending Group Ltd. dated September 9, 2021 (previously filed with Form 8-K on September 16, 2021)
10.35		Convertible Promissory Note between the Company and Sixth Street Lending, LLC. dated October 27, 2021 (previously filed with Form 8-K on November 2, 2021)
10.36		Securities Purchase Agreement between the Company and Sixth Street Lending, LLC dated October 27, 2021 (previously filed with Form 8-K on November 2, 2021)
10.37		Senior Secured Promissory Note between Tersus Power, Inc. and Global Technologies, Ltd (previously filed with Form 8-K on December 20, 2021)
10.38		Consulting Agreement between Global Technologies, Ltd. and Palisades Holding Corp, Inc. dated December 16, 2021(previously filed with Form 10-Q on February 14, 2022)
10.39		Convertible Promissory Note between the Company and Sixth Street Lending, LLC. dated January 13, 2022 (previously filed with Form 8-K on January 21, 2022)
10.40		Securities Purchase Agreement between the Company and Sixth Street Lending, LLC dated January 13, 2022 (previously filed with Form 8-K on January 21, 2022)
10.41		Exclusive Distribution Agreement (previously filed with Form 8-K on January 24, 2022)
10.42		Convertible Promissory Note between the Company and Sixth Street Lending, LLC. dated February 4, 2022 (previously filed with Form 8-K on February 9, 2022)
10.43		Securities Purchase Agreement between the Company and Sixth Street Lending, LLC dated February 4, 2022 (previously filed with Form 8-K on February 9, 2022)
10.44		Share Exchange Agreement between Global Technologies, Ltd, Tersus Power, Inc. and the Tersus Power Shareholders(previously filed with Form 8-K on March 10, 2022)
20.27		Convertible Promissory Note between Global Technologies, Ltd and Tri-Bridge Ventures, LLC dated February 22, 2021 (previously filed with Form 8-K on March 8, 2021)
21.1		Articles of Organization for Markets on Main, LLC dated April 2, 2020 (previously filed with Form 10 on June 8, 2020)
21.2		Certificate of Formation TCBM Holdings, LLC dated (previously filed with Form 10 on June 8, 2020)
21.3		Certificate of Formation of HMNRTH, LLC dated July 30, 2019 (previously filed with Form 10 on June 8, 2020)
21.4		Certificate of Formation of 911 Help Now, LLC dated February 2, 2018 (previously filed with Form 10 on June 8, 2020)
31.1*21.5		Articles of Incorporation of Markets on Main, Inc. (previously filed with Form 8-K on January 5, 2022)
21.6*		Articles of Incorporation of Tersus Power, Inc. (DE)
31.1*		Chief Executive Officer Certification Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
31.2*		Chief Financial Officer Certification Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
32.1*		Certifications of the Chief Executive Officer and Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
Graphic		Corporate logo- Global Technologies, Ltd

101.INS		Inline XBRL Instance Document
101.SCH	��	Inline XBRL Taxonomy Extension Schema Document
101.CAL		Inline XBRL Taxonomy Extension Calculation Linkbase Document
101.DEF		Inline XBRL Taxonomy Extension Definition Linkbase Document
101.LAB		Inline XBRL Taxonomy Extension Label Linkbase Document
101.PRE		Inline XBRL Taxonomy Extension Presentation Linkbase Document
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

*	Filed herewith
**	Furnished herewith (not filed).

3641

SIGNATURES

~~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/ Jimmy Wayne Anderson
		Jimmy Wayne Anderson
		President

	Date:	May ~~25, 2021~~23, 2022

3742

	09/03/2020		03/31/2021

Global Clean Solutions, LLC	$	250,000	$	250,000
Total investments	$	250,000	$	250,000

	Level 3
Balance at June 30, 2020	$	1,420,455
Additions		2,985,855
Gain		(433,147	)
Change resulting from conversions		(3,074,716	)
Balance at March 31, 2021	$	898,447

	Three Months Ended March 31,						Period over Period Change
	2021			2020			$			%
Revenues, net	$	15,000		$	548,350		$	15,000			100.00	%
Cost of revenues		-			70,850			-			-
Gross profit		15,000			477,500			15,000			100.00	%

Operating expenses:
Selling, general and administrative		17,056			15,408			1,648			10.70	%
Other operating expenses		104,120			44,008			59,752			134.67	%
Total operating expenses		121,176			59,416			61,760			103.95	%
Operating loss		(106,176	)		(59,416	)		(46,760	)		78.70	%

Other (expense) income:
Interest income		-			1,212			(1,212	)		-100.00	%
Forgiveness of debt and accrued interest		336,786			-			336,786			100.00	%
Loss on issuance on notes payable		(2,600,575	)		-			(2,600,575	)		100.00	%
Gain (loss) on derivative liability		18,937,780			1,233,967			17,703,813			1,434.71	%
Amortization of debt discounts		(141,704	)		(1,076,357	)		(934,653	)		-86.83	%
Interest expense		(59,561	)		(17,406	)		42,155			242.19	%
Total other income		16,472,726			141,416			16,331,310			11,548.41	%
Gain before income taxes		16,366,550			559,500			16,281,550			19,154.76	%
Income tax expense		-			-			-			-
Net gain		16,366,550			559,500			16,281,550			19,154.76	%

	Nine Months Ended March 31,						Period over Period Change
	2021			2020			$			%
Revenues, net	$	15,000		$	548,350		$	-533,350			-97.26	%
Cost of revenues		-			70,850			-70,850			-100.00	%
Gross profit		15,000			477,500			-462,500			-96.86	%

Operating expenses:
Selling, general and administrative		161,766			33,488			126,270			377.06	%
Other operating expenses		165,386			176,368			(10,982	)		-6.23	%
Total operating expenses		327,152			209,856			117,296			55.89	%
Operating (loss) income		(312,152	)		267,644			(579,796	)		-216.63	%

Other (expense) income:
Investment income		12,197			-			12,197			100.00	%
Interest income		-			1,859			(1,859	)		-100.00	%
Forgiveness of debt and accrued interest		336,786			-			336,786			100.00	%
Gain on derivative liability		433,147			223,201			209,946			94.06	%
Loss on issuance of notes payable		(2,715,865	)		-			(2,715,865	)		100	%
Amortization of debt discounts		(763,883	)		(1,246,642	)		(482,759	)		-38,72	%
Interest expense		(150,965	)		(30,154	)		120,811			400.65	%
Total other expenses		(2,848,583	)		(1,051,736	)		1,796,847			170.85	%
Loss before income taxes		(3,160,735	)		(1,051,736	)		2,108,999			200.53	%
Income tax expense		-			-			-			-
Net loss		(3,160,735	)		(784,092	)		2,376,643			303.11	%