Cover
Cover - shares | 3 Months Ended | |
Sep. 30, 2023 | Jan. 08, 2024 | |
Cover [Abstract] | ||
Document Type | 10-Q | |
Amendment Flag | false | |
Document Quarterly Report | true | |
Document Transition Report | false | |
Document Period End Date | Sep. 30, 2023 | |
Document Fiscal Period Focus | Q1 | |
Document Fiscal Year Focus | 2024 | |
Current Fiscal Year End Date | --06-30 | |
Entity File Number | 000-25668 | |
Entity Registrant Name | GLOBAL TECHNOLOGIES, LTD | |
Entity Central Index Key | 0000932021 | |
Entity Tax Identification Number | 86-0970492 | |
Entity Incorporation, State or Country Code | DE | |
Entity Address, Address Line One | 8 Campus Drive Suite 105 | |
Entity Address, City or Town | Parsippany | |
Entity Address, State or Province | NJ | |
Entity Address, Postal Zip Code | 07054 | |
City Area Code | (973) | |
Local Phone Number | 233-5151 | |
Title of 12(b) Security | Common Stock | |
Trading Symbol | GTLL | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Non-accelerated Filer | |
Entity Small Business | true | |
Entity Emerging Growth Company | false | |
Entity Shell Company | false | |
Entity Common Stock, Shares Outstanding | 14,688,440,097 |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets - USD ($) | Sep. 30, 2023 | Jun. 30, 2023 |
CURRENT ASSETS | ||
Cash and cash equivalents | $ 13,190 | $ 18,300 |
Total current assets | 13,190 | 18,300 |
Property and equipment, less accumulated depreciation of $19,909 and $18,611 | 16,454 | 17,752 |
Warehouse building | 3,600,000 | 15,000 |
Goodwill | 2,890,000 | |
Total other assets | 6,506,454 | 32,752 |
TOTAL ASSETS | 6,519,644 | 51,052 |
CURRENT LIABILITIES | ||
Accounts payable | 10,423 | 31,657 |
Accrued interest | 102,082 | 74,984 |
Accrued executive compensation | 12,500 | |
Notes payable-third parties | 3,510,000 | 390,000 |
Debt discount | (1,301,918) | |
Loans payable, related party | 79,866 | 2,250 |
Contingent consideration | 3,400,000 | |
Derivative liability | 860,388 | 1,180,680 |
Total current liabilities | 6,673,341 | 1,679,571 |
TOTAL LIABILITIES | 6,673,341 | 1,679,571 |
Commitments and contingencies | ||
Mezzanine Equity: | ||
Common stock to be issued upon conversion of Series L Preferred Stock | 2,899,488 | 2,899,488 |
Total mezzanine equity | 2,899,488 | 2,899,488 |
STOCKHOLDERS’ DEFICIENCY | ||
Common stock; 14,991,000,000 shares authorized, $.0001 par value, as of September 30, 2023 and June 30, 2023, there are 14,688,440,097 and 14,488,440,097 shares issued and outstanding, respectively | 1,468,844 | 1,448,844 |
Additional paid- in capital Class A common stock | 159,999,238 | 159,999,238 |
Additional paid- in capital preferred stock | 1,702,285 | 1,472,285 |
Common stock to be issued | 30,000 | 30,000 |
Accumulated deficit | (166,253,555) | (167,478,377) |
Total stockholders’ deficiency | (3,053,185) | (4,528,007) |
TOTAL LIABILITIES AND STOCKHOLDERS’ DEFICIENCY | 6,519,644 | 51,052 |
Series K Preferred Stock [Member] | ||
STOCKHOLDERS’ DEFICIENCY | ||
Preferred stock value | ||
Series L Preferred Stock [Member] | ||
STOCKHOLDERS’ DEFICIENCY | ||
Preferred stock value | $ 3 | $ 3 |
Condensed Consolidated Balanc_2
Condensed Consolidated Balance Sheets (Parenthetical) - USD ($) | Sep. 30, 2023 | Jun. 30, 2023 |
Property and equipment, accumulated depreciation | $ 19,909 | $ 18,611 |
Preferred stock shares, authorized | 5,000,000 | 5,000,000 |
Preferred stock, par value | $ 0.01 | $ 0.01 |
Common stock, shares authorized | 14,991,000,000 | 14,991,000,000 |
Common stock, par value | $ 0.0001 | $ 0.0001 |
Common stock, shares issued | 14,688,440,097 | 14,488,440,097 |
Common stock, shares outstanding | 14,688,440,097 | 14,488,440,097 |
Series K Preferred Stock [Member] | ||
Preferred stock shares, authorized | 3 | 3 |
Preferred stock, par value | $ 0.01 | $ 0.01 |
Preferred stock, shares outstanding | 3 | 3 |
Series L Preferred Stock [Member] | ||
Preferred stock shares, authorized | 500,000 | 500,000 |
Preferred stock, par value | $ 0.01 | $ 0.01 |
Preferred stock, shares outstanding | 340 | 294 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Operations (Unaudited) - USD ($) | 3 Months Ended | |
Sep. 30, 2023 | Sep. 30, 2022 | |
Revenue earned: | ||
Revenue | ||
Cost of goods sold | ||
Gross profit | ||
Operating Expenses | ||
Officer and director compensation, including stock-based compensation of $0 and $10,000, respectively | 25,000 | 314,467 |
Depreciation expense | 1,298 | 1,298 |
Consulting services-stock-based | 250,000 | |
Professional services | 20,900 | |
Selling, general and administrative | 48,991 | 2,355 |
Total operating expenses | 325,289 | 339,020 |
Loss from operations | (325,289) | (339,020) |
Other income (expenses) | ||
Gain (expense) on derivative liability | 1,920,292 | 332,630 |
Interest income | 4,411 | |
Interest expense | (72,099) | (7,614) |
Amortization of debt discounts | (298,082) | (49,863) |
Total other income | 1,550,111 | 279,564 |
Income (loss) before provision for income taxes | 1,224,822 | (59,456) |
Provision for income taxes | ||
Net income (loss) | $ 1,224,822 | $ (59,456) |
Loss per common share, Basic | $ 0 | $ 0 |
Loss per common share, Diluted | $ 0 | $ 0 |
Weighted average common shares outstanding, Basic | 14,539,553,430 | 14,278,428,060 |
Weighted average common shares outstanding, Diluted | 14,539,553,430 | 14,278,428,060 |
Condensed Consolidated Statem_2
Condensed Consolidated Statements of Operations (Unaudited) (Parenthetical) - USD ($) | 3 Months Ended | |
Sep. 30, 2023 | Sep. 30, 2022 | |
Income Statement [Abstract] | ||
Stock-based compensation, officer and director | $ 0 | $ 10,000 |
Condensed Consolidated Statem_3
Condensed Consolidated Statements of Stockholders (Deficiency) (Unaudited) - USD ($) | 3 Months Ended | |
Sep. 30, 2023 | Sep. 30, 2022 | |
Balance | $ (4,528,007) | $ (947,748) |
Issuance of common stock to noteholders in satisfaction of principal and interest | 251,098 | |
Net income (loss) | 1,224,822 | (59,456) |
Balance | (3,053,185) | (756,106) |
Issuance of common stock for conversion of Series L preferred Stock | ||
Issuance of Series L preferred stock for compensation | 250,000 | |
Common Stock [Member] | ||
Balance | $ 1,448,844 | $ 1,378,566 |
Balance, shares | 14,488,440,097 | 13,785,662,319 |
Issuance of common stock to noteholders in satisfaction of principal and interest | $ 70,278 | |
Issuance of common stock to noteholders in satisfaction of principal and interest, shares | 702,777,778 | |
Net income (loss) | ||
Balance | $ 1,468,844 | $ 1,448,844 |
Balance, shares | 14,688,440,097 | 14,488,440,097 |
Issuance of common stock for conversion of Series L preferred Stock | $ 20,000 | |
Issuance of common stock for conversion of Series L preferred Stock, shares | 200,000,000 | |
Issuance of Series L preferred stock for compensation | ||
Common Stock To Be Issued [Member] | ||
Balance | 30,000 | |
Issuance of common stock to noteholders in satisfaction of principal and interest | ||
Net income (loss) | ||
Balance | 30,000 | |
Issuance of common stock for conversion of Series L preferred Stock | ||
Issuance of Series L preferred stock for compensation | ||
Additional Paid-in Capital [Member] | ||
Balance | 161,471,523 | 164,118,020 |
Issuance of common stock to noteholders in satisfaction of principal and interest | 180,820 | |
Net income (loss) | ||
Balance | 161,701,523 | 164,298,840 |
Issuance of common stock for conversion of Series L preferred Stock | (20,000) | |
Issuance of Series L preferred stock for compensation | 250,000 | |
Retained Earnings [Member] | ||
Balance | (167,478,377) | (166,444,337) |
Issuance of common stock to noteholders in satisfaction of principal and interest | ||
Net income (loss) | 1,224,822 | (59,456) |
Balance | (166,253,555) | (166,503,793) |
Issuance of common stock for conversion of Series L preferred Stock | ||
Issuance of Series L preferred stock for compensation | ||
Series K Preferred Stock [Member] | Preferred Stock [Member] | ||
Balance | ||
Balance, shares | 3 | 3 |
Issuance of common stock to noteholders in satisfaction of principal and interest | ||
Net income (loss) | ||
Balance | ||
Balance, shares | 3 | 3 |
Issuance of common stock for conversion of Series L preferred Stock | ||
Issuance of Series L preferred stock for compensation | ||
Series L Preferred Stock [Member] | Preferred Stock [Member] | ||
Balance | $ 3 | $ 3 |
Balance, shares | 294 | 276 |
Issuance of common stock to noteholders in satisfaction of principal and interest | ||
Net income (loss) | ||
Balance | $ 3 | $ 3 |
Balance, shares | 340 | 276 |
Issuance of common stock for conversion of Series L preferred Stock | ||
Issuance of common stock for conversion of Series L preferred Stock, shares | (4) | |
Issuance of Series L preferred stock for compensation | ||
Issuance of Series L preferred stock for compensation, shares | 50 |
Condensed Consolidated Statem_4
Condensed Consolidated Statements of Cash Flows (Unaudited) - USD ($) | 3 Months Ended | |
Sep. 30, 2023 | Sep. 30, 2022 | |
OPERATING ACTIVITIES: | ||
Net income (loss) | $ 1,224,822 | $ (59,456) |
Adjustment to reconcile net loss to net cash provided by operating activities: | ||
Net acquisition of FTT | 25,000 | |
Derivative liability (gain) loss | (1,920,292) | (332,630) |
Depreciation | 1,298 | 1,298 |
Issuance of Series L Preferred Stock for consulting services | 250,000 | |
Amortization of debt discounts | 298,082 | 49,863 |
Changes in operating assets and liabilities: | ||
Accrued interest receivable | (4,411) | |
Receivable other, net | 1,000 | |
Accounts payable | (21,234) | 15,876 |
Accrued interest | 27,098 | 7,614 |
Accrued compensation | 12,500 | |
Net cash (used) by operating activities | (102,726) | (320,846) |
INVESTING ACTIVITIES: | ||
Net cash provided (used) by investing activities | ||
FINANCING ACTIVITIES: | ||
Borrowings from loans payable, related parties | 77,616 | |
Borrowings from convertible notes payable | 20,000 | |
Net cash provided by financing activities | 97,616 | |
NET (DECREASE) IN CASH AND CASH EQUIVALENTS | (5,110) | (320,846) |
CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD | 18,300 | 324,494 |
CASH AND CASH EQUIVALENTS, END OF PERIOD | 13,190 | 3,648 |
Supplemental Disclosures of Cash Flow Information: | ||
Taxes paid | ||
Interest paid | ||
Non-cash investing and financing activities: | ||
Issuance of common stock for debt | 210,833 | |
Accrual for contingent consideration of acquisition of Foxx Trott Tango, LLC | $ 3,400,000 |
ORGANIZATION
ORGANIZATION | 3 Months Ended |
Sep. 30, 2023 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
ORGANIZATION | NOTE A – ORGANIZATION Overview Global Technologies, Ltd. (hereinafter the “Company”, “Our”, “We”, or “Us”) was incorporated under the laws of the State of Delaware on January 20, 1999 under the name of NEW IFT Corporation. On August 13, 1999, the Company filed an Amended and Restated Certificate of Incorporation with the State of Delaware to change the name of the corporation to Global Technologies, Ltd. Our principal executive offices are located at 8 Campus Drive, Suite 105 Parsippany, New Jersey 07054 and our telephone number is (973) 233-5151. The information contained on, or that can be accessed through, our website is not a part of this Quarterly Report on Form 10-Q. We have included our website address in this Quarterly Report solely as an inactive textual reference. Current Operations Global Technologies, Ltd (“Global”) is a company with a strong focus on entering new markets including the acquisition and redevelopment of distressed properties. The company seeks to capitalize on underutilized or undervalued assets, creating opportunities for growth, and delivering exceptional value to shareholders. 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. 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. GLOBAL TECHNOLOGIES, LTD NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS For the three months ended September 30, 2023 and 2022 (Unaudited) 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. About Markets on Main, 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. On May 4, 2020, MOM entered into a Drop Ship Agreement (the “Agreement”) with QVC, Inc. Under the terms of the Agreement, MOM shall provide products for marketing, promotion, sale and distribution by QVC through certain televised and/or other electronic shopping services developed or to be developed by QVC and through other means and media. On January 3, 2022, the Company 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 an Exclusive Distribution Agreement (the “Distribution Agreement”) with Amfluent, LLC (“Amfluent”). Under the terms of the Distribution Agreement, MOM will become an exclusive distributor for the promotion and sale of products carried by Amfluent. As the exclusive distributor, MOM shall be awarded the exclusive territory of e-commerce, live shopping and digital sales. The Distribution Agreement has a term of one year from the Effective Date unless both parties agree to renew the Distribution Agreement for an additional term. On January 30, 2022, MOM entered into a Marketing Management Agreement (the “Agreement”) with Chin Industries, LLC (“Chin”). Under the terms of the Agreement, Chin shall provide day to day management of websites where MOM’s products may be sold. The Agreement has a term of one year. As compensation, Chin shall receive a 50/50 split of net profits. During the third quarter of fiscal 2022, MOM launched its first website, www.sculptbaby.com, under the Agreement with Chin. Product sales initiated in March 2022. During the fourth quarter of fiscal 2022, all Sculpt Baby inventory was sold. The Company has not identified its next product to launch. About Tersus Power, Inc. (Delaware) Tersus Power, Inc. (“Tersus”) (Delaware) was formed as a wholly owned subsidiary as per the terms of the Share Exchange Agreement entered into with Tersus Power, Inc., a Nevada corporation, and the Tersus Shareholders with the sole purpose of entering into an Agreement and Plan of Merger to effect a name change. The Articles of Incorporation were filed with the Secretary of State of the State of Delaware on March 15, 2022. About Foxx Trott Tango, LLC Foxx Trott Tango, LLC (“Foxx Trott”) was formed as a Wyoming limited liability company on February 3, 2022. Foxx Trott was acquired through a membership interest purchase agreement on July 25, 2023. Foxx Trott is the owner of a commercial building in Sylvester, GA. The Company intends on utilizing Foxx Trott for the purchase of additional parcels of real estate. Please see NOTE D – ACQUISITION OF FOXX TROTT TANGO, LLC GLOBAL TECHNOLOGIES, LTD NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS For the three months ended September 30, 2023 and 2022 (Unaudited) |
BASIS OF PRESENTATION
BASIS OF PRESENTATION | 3 Months Ended |
Sep. 30, 2023 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
BASIS OF PRESENTATION | 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 September 30, 2023 and the results of operations, changes in stockholders’ equity, and cash flows for the periods presented. The results of operations for the three months ended September 30, 2023 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, 2023 as filed with the Securities and Exchange Commission on December 29, 2023. 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, 2023, and updated, as necessary, in this Quarterly Report on Form 10-Q. |
SUMMARY OF SIGNIFICANT ACCOUNTI
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 3 Months Ended |
Sep. 30, 2023 | |
Accounting Policies [Abstract] | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 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, 2023 filed with the Securities and Exchange Commission on December 19, 2023. Principles of Consolidation The condensed consolidated financial statements include the accounts of Global Technologies and its wholly-owned subsidiaries. All inter-company balances and transactions have been eliminated in consolidation. As of September 30, 2023, Global Technologies had six wholly owned subsidiaries: TCBM Holdings, LLC (“TCBM”), HMNRTH, LLC (“HMNRTH”), 911 Help Now, LLC (“911”), Markets on Main, LLC (“MOM”), Tersus Power, Inc. (“Tersus”) and Foxx Trott Tango, LLC (“Foxx Trott”). As of September 30, 2023, the Company had a minority investment in one entity, Global Clean Solutions, LLC. GLOBAL TECHNOLOGIES, LTD NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS For the three months ended September 30, 2023 and 2022 (Unaudited) NOTE C - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (cont’d) Cash Equivalents Investments having an original maturity of 90 days or less that are readily convertible into cash are considered to be cash equivalents. For the periods presented, the Company had no 13,190 0 Accounts Receivable and Allowance for Doubtful Accounts Accounts receivable are recorded at invoiced amount and generally do not bear interest. An allowance for doubtful accounts is established, as necessary, based on past experience and other factors which, in management’s judgment, deserve current recognition in estimating bad debts. Such factors include growth and composition of accounts receivable, the relationship of the allowance for doubtful accounts to accounts receivable and current economic conditions. The determination of the collectability of amounts due from customer accounts requires the Company to make judgments regarding future events and trends. Allowances for doubtful accounts are determined based on assessing the Company’s portfolio on an individual customer and on an overall basis. This process consists of a review of historical collection experience, current aging status of the customer accounts, and the financial condition of Global Technologies’ customers. Based on a review of these factors, the Company establishes or adjusts the allowance for specific customers and the accounts receivable portfolio as a whole. At September 30, 2023 and June 30, 2023, 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. Concentrations of Risks Concentration of Revenues 0 revenue. All of the Company’s revenue was derived from consulting services during the year ended June 30, 2023. Concentration of Suppliers Income Taxes In accordance with Accounting Standards Codification (ASC) 740 - Income Taxes, the provision for income taxes is computed using the asset and liability method. The asset and liability method measures deferred income taxes by applying enacted statutory rates in effect at the balance sheet date to the differences between the tax basis of assets and liabilities and their reported amounts on the financial statements. The resulting deferred tax assets or liabilities are adjusted to reflect changes in tax laws as they occur. A valuation allowance is provided when it is not more likely than not that a deferred tax asset will be realized. We expect to recognize the financial statement benefit of an uncertain tax position only after considering the probability that a tax authority would sustain the position in an examination. For tax positions meeting a “more-likely-than-not” threshold, the amount to be recognized in the financial statements will be the benefit expected to be realized upon settlement with the tax authority. For tax positions not meeting the threshold, no financial statement benefit is recognized. As of September 30, 2023, 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 three months ended September 30, 2023 and 2022 (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 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 H - DERIVATIVE LIABILITY 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 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. GLOBAL TECHNOLOGIES, LTD NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS For the three months ended September 30, 2023 and 2022 (Unaudited) NOTE C - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (cont’d) Step 4 – Allocate the Transaction Price – After the transaction price has been determined, the next step is to allocate the transaction price to each performance obligation in the contract. If the contract only has one performance obligation, the entire transaction price will be applied to that obligation. If the contract has multiple performance obligations, the transaction price is allocated to the performance obligations based on the relative standalone selling price (SSP) at contract inception. Step 5 – Satisfaction of the Performance Obligations (and Recognize Revenue) – Revenue is recognized when (or as) goods or services are transferred to a customer. The Company satisfies each of its performance obligations by transferring control of the promised good or service underlying that performance obligation to the customer. Control is the ability to direct the use of and obtain substantially all of the remaining benefits from an asset. It includes the ability to prevent other entities from directing the use of and obtaining the benefits from an asset. Indicators that control has passed to the customer include: a present obligation to pay; physical possession of the asset; legal title; risks and rewards of ownership; and acceptance of the asset(s). Performance obligations can be satisfied at a point in time or over time. Substantially all of the Company’s revenues continue to be recognized when control of the goods is transferred to the customer, which is upon shipment of the finished goods to the customer. All sales have fixed pricing and there are currently no material variable components included in the Company’s revenue. Additionally, the Company will issue credits for defective merchandise, historically these credits for defective merchandise have not been material. Based on the Company’s analysis of the new revenue standards, revenue recognition from the sale of finished goods to customers, which represents substantially all of the Company’s revenues, was not impacted by the adoption of the new revenue standards. Service revenue is recognized when the professional consulting, maintenance or other ancillary services are provided to the customer. 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 three months ended September 30, 2023 and 2022, the Company excluded 29,100,000,000 16,800,000,000 GLOBAL TECHNOLOGIES, LTD NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS For the three months ended September 30, 2023 and 2022 (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, 2022, 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 May 1, 2022, 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 The Company defines the fair value of a financial instrument as the amount at which the instrument could be exchanged in a current transaction between willing parties. Financial instruments included in the Company’s financial statements include cash, accounts payable and accrued expenses, accrued interest payable, loans payable to related parties, notes payable to third parties, notes payable to related parties and derivative liability. Unless otherwise disclosed in the notes to the financial statements, the carrying value of financial instruments is considered to approximate fair value due to the short maturity and characteristics of those instruments. The carrying value of debt approximates fair value as terms approximate those currently available for similar debt instruments. Goodwill After completing the purchase price allocation, any residual of cost over fair value of the net identifiable assets and liabilities was assigned to the unidentifiable asset, goodwill. Formerly subject to mandatory amortization, this now is not permitted to be amortized at all, by any allocation scheme and over any useful life. Impairment testing, using a methodology at variance with that set forth in FAS 144 (which, however, continues in effect for all other types of long-lived assets and intangibles other than goodwill), must be applied periodically, and any computed impairment will be presented as a separate line item in that period’s income statement, as a component of income from continuing operations (unless associated with discontinued operations, in which case, the impairment would, net of income tax effects, be combined with the remaining effects of the discontinued operations. In accordance with Statement No. 142, “Goodwill and Other Intangible Assets,” the Company does not amortize goodwill, but performs impairment tests of the carrying value at least quarterly. Intangible Assets Intangible assets are stated at the lesser of cost or fair value less accumulated amortization. Please see NOTE D – ACQUISITION OF FOXX TROTT TANGO, LLC GLOBAL TECHNOLOGIES, LTD NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS For the three months ended September 30, 2023 and 2022 |
ACQUISITION OF FOXX TROTT TANGO
ACQUISITION OF FOXX TROTT TANGO, LLC | 3 Months Ended |
Sep. 30, 2023 | |
Business Combination and Asset Acquisition [Abstract] | |
ACQUISITION OF FOXX TROTT TANGO, LLC | NOTE D – ACQUISITION OF FOXX TROTT TANGO, LLC On July 25, 2023, the Company acquired 100 100 3,100,000 680 The following table summarizes the aggregate preliminary purchase price consideration paid to acquire Foxx Trott. SCHEDULE OF PURCHASE PRICE CONSIDERATION As of July 25, 2023 Convertible promissory notes $ 3,100,000 Contingent consideration (i) 3,400,000 Total purchase price $ 6,500,000 (i) Contingent consideration is based on the following: Earn-Out Lease Milestones. Seller shall receive up to Six Hundred and Eighty ( 680 3,400,000 (i) Lease of 25% of the square footage of the Property, Seller shall receive 25% of the Series L Preferred (ii) Lease of 50% of the square footage of the Property, Seller shall receive 50% of the Series L Preferred (iii) Lease of 75% of the square footage of the Property, Seller shall receive 75% of the Series L Preferred (iv) Lease of 100% of the Property, Seller shall receive 100% of the Series L Preferred 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 $ 10,000 $ 10,000 $ - Warehouse building 2,956,583 3,600,000 643,417 Note payable-TK Management Services, LLC (1.500,000 ) (1,500,000 ) - Note payable-TXC Services, LLC (1,600,000 ) (1,600,000 ) - Net Total $ (133,417 ) $ 510,000 $ 643,417 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). Real properties 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. The following table summarizes the purchase price allocation of fair values of the assets and liabilities assumed at the date of acquisition: SCHEDULE OF ASSETS ACQUIRED As of July 25, 2023 Cash $ 10,000 Warehouse building (ii) 3,600,000 Assets acquired excluding goodwill 3,610,000 Goodwill (iii) 2,890,000 Total purchase price $ 6,500,000 (ii) Warehouse Building valued at fair value based on appraisal. (iii) Goodwill is recorded when the cost of acquired business exceeds the fair value of the identifiable net assets acquired. The changes in the carrying amount of goodwill for the period from July 25, 2023 through September 30, 2023 were as follows: SCHEDULE OF GOODWILL Balance as of July 25, 2023 $ 2,890,000 Additions and adjustments - Balance as of September 30, 2023 $ 2,890,000 |
PROPERTY AND EQUIPMENT
PROPERTY AND EQUIPMENT | 3 Months Ended |
Sep. 30, 2023 | |
Property, Plant and Equipment [Abstract] | |
PROPERTY AND EQUIPMENT | NOTE E - PROPERTY AND EQUIPMENT SCHEDULE OF PROPERTY AND EQUIPMENT September 30, June 30, Property and Equipment $ 36,363 $ 36,363 Less: accumulated depreciation (19,909 ) (18,611 ) Total $ 16,454 $ 17,752 (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 three months ended September 30, 2023 and 2022 was $ 1,298 1,298 GLOBAL TECHNOLOGIES, LTD NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS For the three months ended September 30, 2023 and 2022 (Unaudited) |
NOTES PAYABLE, THIRD PARTIES
NOTES PAYABLE, THIRD PARTIES | 3 Months Ended |
Sep. 30, 2023 | |
Debt Disclosure [Abstract] | |
NOTES PAYABLE, THIRD PARTIES | NOTE F – NOTES PAYABLE, THIRD PARTIES Notes payable to third parties consist of: SCHEDULE OF NOTES PAYABLE TO THIRD PARTIES September 30, June 30, 2023 Convertible promissory Note, dated July 25, 2023 payable to TXC Services, LLC (“TXC”), interest at 8%, due July 25, 2024, with unamortized debt discount of $1,301,918 and $0 at, September 30, 2023 and June 30, 2023, respectively (i) $ 1,600,000 - Convertible promissory Note, dated July 25, 2023 payable to TXC Services, LLC (“TXC”), interest at 8 July 25, 2024 1,301,918 0 $ 1,600,000 - Promissory Note, dated January 6, 2023 payable to TK Management Services, LLC (“TK Management”), interest at 12 January 6, 2024 0 0 1,500,000 - Convertible Promissory Note dated January 20, 2021 payable to Tri-Bridge Ventures, LLC (“Tri-Bridge”), interest at 10 January 20, 2023 0 0 100,000 100,000 Convertible Promissory Note dated February 22, 2021 payable to Tri-Bridge Ventures, LLC (“Tri-Bridge”), interest at 10 February 22, 2023 0 0 200,000 200,000 Convertible Promissory Note dated May 31, 2023 payable to MainSpring, LLC (“MainSpring”), originally issued to Hillcrest Ridgewood Partners, LLC and assigned on September 15, 2023, interest at 8 May 31, 2024 0 0 90,000 90,000 Convertible Promissory Note dated July 18, 2023 payable to Hillcrest Ridgewood Partners LLC (“Hillcrest”), interest at 8 July 18, 2024 0 0 20,000 - Totals $ 3,510,000 $ 390,000 (i) On July 25, 2023, the Company and Foxx Trott (the “Borrower”) executed the Seller Secured Note payable to TXC Services, LLC (“Holder”) in the principal amount of $ 1,600,000 The Seller Secured Note has a term of one (1) year, Maturity Date of July 25, 2024 6% 18% The is convertible, in whole or in part, at any time and from time to time before maturity at the option of the Holder. 100 The will contain certain limitations on conversion. It provides that no conversion may be made if, after giving effect to the conversion, the Investor would own in excess of 9.99% of the Company’s outstanding shares of Common Stock. This percentage may be increased or decreased to a percentage not to exceed 9.99%, at the option of the Investor, except any increase will not be effective until 61 days prior notice to the Company. As of September 30, 2023, $ 1,600,000 17,622 (ii) On January 6, 2023, Fox Trot (the “Borrower”) issued the TK Secured Note to TK Management Services, LLC (the “Lender”) in the principal amount of 1,500,000 12% January 6, 2024 12 15,000 15,000 1,500,000 (iii) 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 10 100,000 The Convertible Note is convertible, in whole or in part, at any time and from time to time before maturity (January 20, 2022) at the option of the holder. The Conversion Price shall be equal to Fifty Percent ( 50 20 100,000 17,479 GLOBAL TECHNOLOGIES, LTD NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS For the three months ended September 30, 2023 and 2022 (Unaudited) NOTE F – NOTES PAYABLE, THIRD PARTIES (cont’d) (iv) 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 10 The Convertible Note is convertible, in whole or in part, at any time and from time to time before maturity (February 22, 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 ( 50 200,000 34,959 (v) On May 31, 2023, the Company issued to Hillcrest Ridgewood Partners, LLC (the “Old Holder”) a Convertible Promissory Note (the “Convertible Note”) in the principal amount of $ 90,000 On September 15, 2023, the Convertible Note was assigned to MainSpring, LLC (the “New Holder”). The Convertible Note has a term of one (1) year, Maturity Date of May 31, 2024 8 18 The New Convertible Note is convertible, in whole or in part, at any time and from time to time before maturity at the option of the New 0.0001 The transaction closed on May 31, 2023. 90,000 2,407 (vi) On July 18, 2023, the Company executed a Convertible Note (the “Convertible Note”) payable to Hillcrest Ridgewood Partners, LLC (the “Holder”)(together, the “Parties”) in the principal amount of $ 20,000 July 18, 2024 8 18 0.0001 20,000 101 GLOBAL TECHNOLOGIES, LTD NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS For the three months ended September 30, 2023 and 2022 (Unaudited) |
LOANS PAYABLE _ RELATED PARTIES
LOANS PAYABLE – RELATED PARTIES | 3 Months Ended |
Sep. 30, 2023 | |
Debt Disclosure [Abstract] | |
LOANS PAYABLE – RELATED PARTIES | NOTE G – LOANS PAYABLE – RELATED PARTIES The loans payable, related parties, at September 30, 2023 and June 30, 2023 consisted of: SCHEDULE OF LOANS PAYABLE September 30, 2023 June 30, 2023 Foxx Trott Tango, LLC seller, due on demand, 0 $ 57,616 $ - Consultant, due on demand, 0 22,250 2,250 Total loans payable, related parties $ 79,866 $ 2,250 |
DERIVATIVE LIABILITY
DERIVATIVE LIABILITY | 3 Months Ended |
Sep. 30, 2023 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
DERIVATIVE LIABILITY | NOTE H - DERIVATIVE LIABILITY The derivative liability at September 30, 2023 and June 30, 2023 consisted of: SCHEDULE OF DERIVATIVE LIABILITY September 30, 2023 June 30, 2023 Convertible Promissory Notes payable to TXC Services, LLC. Please see NOTE F – NOTES PAYABLE, THIRD PARTIES $ 537,155 $ - Convertible Promissory Notes payable to Tri-Bridge Ventures, LLC. Please see NOTE F – NOTES PAYABLE, THIRD PARTIES 323,233 1,180,680 Total derivative liability $ 860,388 $ 1,180,680 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 September 30, 2023, and June 30, 2023 using the Black Scholes option pricing model. Assumptions used for the calculation of the derivative liability of the Notes at September 30, 2023 were (1) stock price of $ 0.0002 0.0001 0.0002 6 10 305.48 5.53 0.0002 0.00005 6 305.48 5.47 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): SCHEDULE OF EMBEDDED DERIVATIVE LIABILITY MEASURED AT FAIR VALUE USING SIGNIFICANT UNOBSERVABLE INPUTS Level 3 Balance at June 30, 2023 $ 1,180,680 Additions - (Gain) Loss (320,292 ) Change resulting from conversions and payoffs - Balance at September 30, 2023 $ 860,388 |
CAPITAL STOCK
CAPITAL STOCK | 3 Months Ended |
Sep. 30, 2023 | |
Equity [Abstract] | |
CAPITAL STOCK | NOTE I - 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 3,000 0 0 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 3,000 0 0 GLOBAL TECHNOLOGIES, LTD NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS For the three months ended September 30, 2023 and 2022 (Unaudited) NOTE I - 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 1,000 0 0 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 $ 0.01 800 0 0 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 $ 0.01 250 0 0 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 3 3 3 Dividends. Liquidation and Redemption Rights. Conversion. 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 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 three months ended September 30, 2023 and 2022 (Unaudited) NOTE I - CAPITAL STOCK (cont’d) B. Each individual share of Series K Super Voting Preferred Stock shall have 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 $ 0.01 500,000 340 294 Dividends. 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 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 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 three months ended September 30, 2023 and 2022 (Unaudited) NOTE I - 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. GLOBAL TECHNOLOGIES, LTD NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS For the three months ended September 30, 2023 and 2022 (Unaudited) NOTE I - CAPITAL STOCK (cont’d) Stock Splits. Liquidation Rights 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 (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. GLOBAL TECHNOLOGIES, LTD NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS For the three months ended September 30, 2023 and 2022 (Unaudited) NOTE I - CAPITAL STOCK (cont’d) Conversion Rights. (a) Automatic Conversion. Each Class B Share shall (subject to receipt of any and all necessary approvals) convert automatically into one fully paid and non-assessable Class A Share (i) upon its sale, gift, or other transfer to a party other than a Principal Stockholder (as defined below) or an Affiliate of a Principal Stockholder (as defined below), (ii) upon the death of the Class B Stockholder holding such Class B Share, unless the Class B Shares are transferred by operation of law to a Principal Stockholder or an Affiliate of a Principal Stockholder, or (iii) in the event of a sale, gift, or other transfer of a Class B Share to an Affiliate of a Principal Stockholder, upon the death of the transferor. Each of the foregoing automatic conversion events shall be referred to hereinafter as an “Event of Automatic Conversion.” For purposes of this ARTICLE FIVE, “Principal Stockholder” includes any of Donald H. Goldman, Steven M. Fieldman, Lance Fieldman, Yuri Itkis, Michall Itkis and Boris Itkis and an “Affiliate of a Principal Stockholder” is a person that directly or indirectly through one or more intermediaries, controls, or is controlled by, or is under common control with, the person specified. For purposes of this definition, “control,” when used with respect to any specified person, means the power to direct or cause the direction of the management, and policies of such person, directly or indirectly, whether through the ownership of voting securities, by contract or otherwise. Without limitation, an Affiliate also includes the estate of such individual. (b) Voluntary Conversion. Each Class B Share shall be convertible at the option of the holder, for no additional consideration, into one fully paid and non-assessable Class A Share at any time. (c) Conversion Procedure. Promptly upon the occurrence of an Event of Automatic Conversion such that Class B shares are converted automatically into Class A Shares, or upon the voluntary conversion by the holder, the holder of such shares shall surrender the certificate or certificates therefor, duly endorsed in blank or accompanied by proper instruments of transfer, at the office of the Corporation or of any transfer agent for the Class A Shares, and shall give written notice to the Corporation at such office (i) stating that the shares are being converted pursuant to an Event of Automatic Conversion into Class A Shares as provided in subparagraph 5.6(a) hereof or a voluntary conversion as provided in subparagraph 5.6(b) hereof, (ii) specifying the Event of Automatic Conversion (and, if the occurrence of such event is within the control of the transferor, stating the transferor’s intent to effect an Event of Automatic Conversion) or whether such conversion is voluntary, (iii) identifying the number of Class B Shares being converted, and (iv) setting out the name or names (with addresses) and denominations in which the certificate or certificates for Class A Shares shall be issued and including instructions for delivery thereof. Delivery of such notice together with the certificates representing the Class B Shares shall obligate the Corporation to issue such Class A Shares and the Corporation shall be justified in relying upon the information and the certification contained in such notice and shall not be liable for the result of any inaccuracy with respect thereto. Thereupon, the Corporation or its transfer agent shall promptly issue and deliver at such stated address to such holder or to the transferee of Class B Shares a certificate or certificates for the number of Class A Shares to which such holder or transferee is entitled, registered in the name of such holder, the designee of such holder or transferee, as specified in such notice. To the extent permitted by law, conversion pursuant to (i) an Event of Automatic Conversion shall be deemed to have been effected as of the date on which the Event of Automatic Conversion occurred or (ii) a voluntary conversion shall be deemed to have been effected as of the date the Corporation receives the written notice pursuant to this subparagraph (c) (each date being the “Conversion Date”). The person entitled to receive the Class A Shares issuable upon such conversion shall be treated for all purposes as the record holder of such Class A Shares at and as of the Conversion Date, and the right of such person as the holder of Class B Shares shall cease and terminate at and as of the Conversion Date, in each case without regard to any failure by the holder to deliver the certificates or the notice by this subparagraph (c). (d) Unconverted Shares. In the event of the conversion of fewer than all of the Class B Shares evidenced by a certificate surrendered to the Corporation in accordance with the procedures of this Paragraph 5.6, the Corporation shall execute and deliver to or upon the written order of the holder of such certificate, without charge to such holder, a new certificate evidencing the number of Class B Shares not converted. (e) Reissue of Shares. Class B Shares that are converted into Class A Shares as provided herein shall be retired and cancelled and shall not be reissued. (f) Reservation. The Corporation hereby reserves and shall at all times reserve and keep available, out of its authorized and unissued Class A Shares, for the purpose of effecting conversions, such number of duly authorized Class A Shares as shall from time to time be sufficient to effect the conversion of all outstanding Class B Shares. The Corporation covenants that all the Class A Shares so issuable shall, when so issued, be duly and validly issued, fully paid and non-assessable, and free from liens and charges with respect to the issue. The Corporation will take all such action as may be necessary to assure that all such Class A Shares may be so issued without violation of any applicable law or regulation, or any of the requirements of any national securities exchange upon which the Class A Shares may be listed. The Corporation will not take any action that results in any adjustment of the conversion ratio if the total number of Class A Shares issued and issuable after such action upon conversion of the Class B Shares would exceed the total number of Class A Shares then authorized by the Amended and Restated Certificate of Incorporation, as amended. GLOBAL TECHNOLOGIES, LTD NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS For the three months ended September 30, 2023 and 2022 (Unaudited) NOTE I - CAPITAL STOCK (cont’d) At September 30, 2023 and June 30, 2023, the Company is authorized to issue 14,991,000,000 14,991,000,000 14,688,440,097 14,488,440,097 4,000,000 4,000,000 0 0 Common Stock, Preferred Stock and Warrant Issuances For the three months ended September 30, 2023 and year ended June 30, 2023, the Company issued and/or sold the following unregistered securities: Common Stock: Three months ended September 30, 2023 On July 18, 2023, the Company issued 200,000,000 4 Year ended June 30, 2023 On July 14, 2022, the Company issued 111,111,111 shares of common stock with a fair market value of $ 33,333 to a noteholder in satisfaction of $ 20,000 principal against the note dated January 13, 2022. On July 15, 2022, the Company issued 212,500,000 shares of common stock with a fair market value of $ 63,750 to a noteholder in satisfaction of $ 23,750 principal and $ 1,750 interest against the note dated January 13, 2022. On August 8, 2022, the Company issued 379,166,667 shares of common stock with a fair market value of $ 113,750 to a noteholder in satisfaction of $ 43,750 principal and $ 1,750 interest against the note dated February 4, 2022. Common Stock to be issued at June 30, 2023 On May 19, 2023, Jetco Holdings, LLC submitted a Notice of Conversion for three 300,000,000 300,000,000 Mezzanine Equity As of September 30, 2023, the Company has common stock to be issued upon conversion of the Company’s Series L Preferred Stock (“Series L Preferred”) in the amount of $ 2,899,448 0.0002 14,497,440,097 GLOBAL TECHNOLOGIES, LTD NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS For the three months ended September 30, 2023 and 2022 (Unaudited) NOTE I - CAPITAL STOCK (cont’d) Preferred Stock: Three months ended September 30, 2023 On August 23, 2023, the Company issued 50 Year ended June 30, 2023 On June 30, 2023, the Company issued 15 On June 30, 2023, the Company issued 6 Warrants and Options: None. GLOBAL TECHNOLOGIES, LTD NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS For the three months ended September 30, 2023 and 2021 (Unaudited) |
COMMITMENTS AND CONTINGENCIES
COMMITMENTS AND CONTINGENCIES | 3 Months Ended |
Sep. 30, 2023 | |
Commitments and Contingencies Disclosure [Abstract] | |
COMMITMENTS AND CONTINGENCIES | NOTE J - COMMITMENTS AND CONTINGENCIES Occupancy Our principal executive office is located at 8 Campus Drive, Suite 105 Parsippany, New Jersey 07054 and our telephone number is (973) 233-5151. Employment and Director Agreements On May 17, 2023, the Company entered into an Employment Agreement (the “Agreement”) with Mr. Cutcher for his role as the Company’s Chief Executive Officer. Under the terms of the Agreement, Mr. Cutcher is to receive a base salary of $ 100,000 100,000 one year Foxx Trott Tango, LLC Acquisition Earn-Out Lease Milestones. Seller shall receive up to Six Hundred and Eighty ( 680 3,400,000 (i) Lease of 25% of the square footage of the Property, Seller shall receive 25% of the Series L Preferred (ii) Lease of 50% of the square footage of the Property, Seller shall receive 50% of the Series L Preferred (iii) Lease of 75% of the square footage of the Property, Seller shall receive 75% of the Series L Preferred (iv) Lease of 100% of the Property, Seller shall receive 100% of the Series L Preferred None of the above milestones were met as of September 30, 2023. |
GOING CONCERN UNCERTAINTY
GOING CONCERN UNCERTAINTY | 3 Months Ended |
Sep. 30, 2023 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
GOING CONCERN UNCERTAINTY | NOTE K - 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 September 30, 2023, we had an accumulated deficit of $ 166,253,555 102,726 In performing the second step of this assessment, we are required to evaluate whether our plans to mitigate the conditions above alleviate the substantial doubt about our ability to meet our obligations as they become due within one year after the date that the financial statements are issued. Our future plans include securing additional funding sources that may include establishing corporate partnerships, establishing licensing revenue agreements, issuing additional convertible debentures and issuing public or private equity securities, including selling common stock through an at-the-market facility (ATM). There is no assurance that sufficient funds required during the next year or thereafter will be generated from operations or that funds will be available through external sources. The lack of additional capital resulting from the inability to generate cash flow from operations or to raise capital from external sources would force the Company to substantially curtail or cease operations and would, therefore, have a material effect on the business. Furthermore, there can be no assurance that any such required funds, if available, will be available on attractive terms or they will not have a significant dilutive effect on the Company’s existing shareholders. We have therefore concluded there is substantial doubt about our ability to continue as a going concern. The accompanying consolidated financial statements have been prepared on a going-concern basis, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business. The accompanying consolidated financial statements do not include any adjustments to reflect the possible future effects on the recoverability and classification of assets or the amounts and classification of liabilities that may result from our failure to continue as a going concern. |
SUBSEQUENT EVENTS
SUBSEQUENT EVENTS | 3 Months Ended |
Sep. 30, 2023 | |
Subsequent Events [Abstract] | |
SUBSEQUENT EVENTS | NOTE L - SUBSEQUENT EVENTS The Company has evaluated events subsequent to the balance sheet through the date the financial statements were issued and noted the following events requiring disclosure: On December 28, 2023, Global Technologies, Ltd (the “Company”) entered into a Letter of Intent (the “LOI”) to acquire GOe3, LLC (“GOe3”). The LOI sets forth the proposed terms and conditions pursuant to which the Company and GOe3 intend to effect a business combination, as a result of which GOe3 will conduct business as a wholly-owned subsidiary of the Company (“Proposed Transaction”). The Company anticipates that the Proposed Transaction will be structured as a share-for-share exchange, with the Company’s shareholders retaining 30 70 At Closing, Bruce Brimacombe will be named the Company’s President and appointed to the Company’s Board of Directors. Promptly following the closing, the Company will adopt a plan to apply for an uplist to a national exchange or the NASDAQ. The Proposed Transaction has been approved by the Board of Directors of the Company and the Managing Members of GOe3 and is expected to close in the first quarter of CY 2024. The Transaction will be considered a “reverse merger” because the members of GOe3 will own more than a majority of the outstanding common stock of the Company following completion of the Proposed Transaction. In addition, the closing of the Proposed Transaction is subject to satisfaction of the following conditions: (i) satisfactory completion of due diligence review by both parties, (ii) the negotiation, execution and delivery of definitive agreements, (iii) satisfactory completion of an audit of GOe3’s financial statements, and (iv) approval by both the Company’s shareholders, limited partners of GOe3, as well as other customary closing conditions. Both parties are restricted from engaging in discussions with other parties about an acquisition or similar transaction. Upon execution of a definitive agreement, the Company will file a Current Report on form 8-K with more details regarding the Proposed Transaction, including the capitalization of the Company upon the closing of the Proposed Transaction. There can be no assurance that the Proposed Transaction will be completed as currently contemplated, or at all. On October 31, 2023, the Company executed a Convertible Note (the “Convertible Note”) payable to MainSpring, LLC (the “Holder”)(together, the “Parties”) in the principal amount of $ 25,000 October 13, 2024 8% 18% 0.0001 |
SUMMARY OF SIGNIFICANT ACCOUN_2
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies) | 3 Months Ended |
Sep. 30, 2023 | |
Accounting Policies [Abstract] | |
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, 2023 filed with the Securities and Exchange Commission on December 19, 2023. |
Principles of Consolidation | Principles of Consolidation The condensed consolidated financial statements include the accounts of Global Technologies and its wholly-owned subsidiaries. All inter-company balances and transactions have been eliminated in consolidation. As of September 30, 2023, Global Technologies had six wholly owned subsidiaries: TCBM Holdings, LLC (“TCBM”), HMNRTH, LLC (“HMNRTH”), 911 Help Now, LLC (“911”), Markets on Main, LLC (“MOM”), Tersus Power, Inc. (“Tersus”) and Foxx Trott Tango, LLC (“Foxx Trott”). As of September 30, 2023, the Company had a minority investment in one entity, Global Clean Solutions, LLC. GLOBAL TECHNOLOGIES, LTD NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS For the three months ended September 30, 2023 and 2022 (Unaudited) NOTE C - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (cont’d) |
Cash Equivalents | 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 no 13,190 0 |
Accounts Receivable and Allowance for Doubtful Accounts | Accounts Receivable and Allowance for Doubtful Accounts Accounts receivable are recorded at invoiced amount and generally do not bear interest. An allowance for doubtful accounts is established, as necessary, based on past experience and other factors which, in management’s judgment, deserve current recognition in estimating bad debts. Such factors include growth and composition of accounts receivable, the relationship of the allowance for doubtful accounts to accounts receivable and current economic conditions. The determination of the collectability of amounts due from customer accounts requires the Company to make judgments regarding future events and trends. Allowances for doubtful accounts are determined based on assessing the Company’s portfolio on an individual customer and on an overall basis. This process consists of a review of historical collection experience, current aging status of the customer accounts, and the financial condition of Global Technologies’ customers. Based on a review of these factors, the Company establishes or adjusts the allowance for specific customers and the accounts receivable portfolio as a whole. At September 30, 2023 and June 30, 2023, 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 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. |
Concentrations of Risks | Concentrations of Risks Concentration of Revenues 0 revenue. All of the Company’s revenue was derived from consulting services during the year ended June 30, 2023. Concentration of Suppliers |
Income Taxes | 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 September 30, 2023, 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 three months ended September 30, 2023 and 2022 (Unaudited) NOTE C - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (cont’d) |
Financial Instruments and Fair Value of Financial Instruments | Financial Instruments and Fair Value of Financial Instruments We adopted ASC Topic 820, Fair Value Measurements and Disclosures 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 | 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 H - DERIVATIVE LIABILITY |
Long-lived Assets | 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 | Accounting for Investments |
Deferred Financing Costs | 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 | 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. GLOBAL TECHNOLOGIES, LTD NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS For the three months ended September 30, 2023 and 2022 (Unaudited) NOTE C - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (cont’d) Step 4 – Allocate the Transaction Price – After the transaction price has been determined, the next step is to allocate the transaction price to each performance obligation in the contract. If the contract only has one performance obligation, the entire transaction price will be applied to that obligation. If the contract has multiple performance obligations, the transaction price is allocated to the performance obligations based on the relative standalone selling price (SSP) at contract inception. Step 5 – Satisfaction of the Performance Obligations (and Recognize Revenue) – Revenue is recognized when (or as) goods or services are transferred to a customer. The Company satisfies each of its performance obligations by transferring control of the promised good or service underlying that performance obligation to the customer. Control is the ability to direct the use of and obtain substantially all of the remaining benefits from an asset. It includes the ability to prevent other entities from directing the use of and obtaining the benefits from an asset. Indicators that control has passed to the customer include: a present obligation to pay; physical possession of the asset; legal title; risks and rewards of ownership; and acceptance of the asset(s). Performance obligations can be satisfied at a point in time or over time. Substantially all of the Company’s revenues continue to be recognized when control of the goods is transferred to the customer, which is upon shipment of the finished goods to the customer. All sales have fixed pricing and there are currently no material variable components included in the Company’s revenue. Additionally, the Company will issue credits for defective merchandise, historically these credits for defective merchandise have not been material. Based on the Company’s analysis of the new revenue standards, revenue recognition from the sale of finished goods to customers, which represents substantially all of the Company’s revenues, was not impacted by the adoption of the new revenue standards. Service revenue is recognized when the professional consulting, maintenance or other ancillary services are provided to the customer. |
Stock-Based Compensation | 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 | 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 Advertising costs are expensed as incurred. For the periods presented, we had no advertising costs. |
Loss per Share | 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 three months ended September 30, 2023 and 2022, the Company excluded 29,100,000,000 16,800,000,000 GLOBAL TECHNOLOGIES, LTD NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS For the three months ended September 30, 2023 and 2022 (Unaudited) NOTE C - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (cont’d) |
Recently Enacted Accounting Standards | 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, 2022, 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 May 1, 2022, 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 | 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 | Fair Value of Financial Instruments The Company defines the fair value of a financial instrument as the amount at which the instrument could be exchanged in a current transaction between willing parties. Financial instruments included in the Company’s financial statements include cash, accounts payable and accrued expenses, accrued interest payable, loans payable to related parties, notes payable to third parties, notes payable to related parties and derivative liability. Unless otherwise disclosed in the notes to the financial statements, the carrying value of financial instruments is considered to approximate fair value due to the short maturity and characteristics of those instruments. The carrying value of debt approximates fair value as terms approximate those currently available for similar debt instruments. |
Goodwill | Goodwill After completing the purchase price allocation, any residual of cost over fair value of the net identifiable assets and liabilities was assigned to the unidentifiable asset, goodwill. Formerly subject to mandatory amortization, this now is not permitted to be amortized at all, by any allocation scheme and over any useful life. Impairment testing, using a methodology at variance with that set forth in FAS 144 (which, however, continues in effect for all other types of long-lived assets and intangibles other than goodwill), must be applied periodically, and any computed impairment will be presented as a separate line item in that period’s income statement, as a component of income from continuing operations (unless associated with discontinued operations, in which case, the impairment would, net of income tax effects, be combined with the remaining effects of the discontinued operations. In accordance with Statement No. 142, “Goodwill and Other Intangible Assets,” the Company does not amortize goodwill, but performs impairment tests of the carrying value at least quarterly. |
Intangible Assets | Intangible Assets Intangible assets are stated at the lesser of cost or fair value less accumulated amortization. Please see NOTE D – ACQUISITION OF FOXX TROTT TANGO, LLC |
ACQUISITION OF FOXX TROTT TAN_2
ACQUISITION OF FOXX TROTT TANGO, LLC (Tables) | 3 Months Ended |
Sep. 30, 2023 | |
Business Combination and Asset Acquisition [Abstract] | |
SCHEDULE OF PURCHASE PRICE CONSIDERATION | The following table summarizes the aggregate preliminary purchase price consideration paid to acquire Foxx Trott. SCHEDULE OF PURCHASE PRICE CONSIDERATION As of July 25, 2023 Convertible promissory notes $ 3,100,000 Contingent consideration (i) 3,400,000 Total purchase price $ 6,500,000 (i) Contingent consideration is based on the following: Earn-Out Lease Milestones. Seller shall receive up to Six Hundred and Eighty ( 680 3,400,000 (i) Lease of 25% of the square footage of the Property, Seller shall receive 25% of the Series L Preferred (ii) Lease of 50% of the square footage of the Property, Seller shall receive 50% of the Series L Preferred (iii) Lease of 75% of the square footage of the Property, Seller shall receive 75% of the Series L Preferred (iv) Lease of 100% of the Property, Seller shall receive 100% of the Series L Preferred |
SCHEDULE OF FAIR VALUE OF NET ASSETS ACQUIRED | 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 $ 10,000 $ 10,000 $ - Warehouse building 2,956,583 3,600,000 643,417 Note payable-TK Management Services, LLC (1.500,000 ) (1,500,000 ) - Note payable-TXC Services, LLC (1,600,000 ) (1,600,000 ) - Net Total $ (133,417 ) $ 510,000 $ 643,417 |
SCHEDULE OF ASSETS ACQUIRED | The following table summarizes the purchase price allocation of fair values of the assets and liabilities assumed at the date of acquisition: SCHEDULE OF ASSETS ACQUIRED As of July 25, 2023 Cash $ 10,000 Warehouse building (ii) 3,600,000 Assets acquired excluding goodwill 3,610,000 Goodwill (iii) 2,890,000 Total purchase price $ 6,500,000 (ii) Warehouse Building valued at fair value based on appraisal. (iii) Goodwill is recorded when the cost of acquired business exceeds the fair value of the identifiable net assets acquired. |
SCHEDULE OF GOODWILL | The changes in the carrying amount of goodwill for the period from July 25, 2023 through September 30, 2023 were as follows: SCHEDULE OF GOODWILL Balance as of July 25, 2023 $ 2,890,000 Additions and adjustments - Balance as of September 30, 2023 $ 2,890,000 |
PROPERTY AND EQUIPMENT (Tables)
PROPERTY AND EQUIPMENT (Tables) | 3 Months Ended |
Sep. 30, 2023 | |
Property, Plant and Equipment [Abstract] | |
SCHEDULE OF PROPERTY AND EQUIPMENT | SCHEDULE OF PROPERTY AND EQUIPMENT September 30, June 30, Property and Equipment $ 36,363 $ 36,363 Less: accumulated depreciation (19,909 ) (18,611 ) Total $ 16,454 $ 17,752 (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 three months ended September 30, 2023 and 2022 was $ 1,298 1,298 |
NOTES PAYABLE, THIRD PARTIES (T
NOTES PAYABLE, THIRD PARTIES (Tables) | 3 Months Ended |
Sep. 30, 2023 | |
Debt Disclosure [Abstract] | |
SCHEDULE OF NOTES PAYABLE TO THIRD PARTIES | Notes payable to third parties consist of: SCHEDULE OF NOTES PAYABLE TO THIRD PARTIES September 30, June 30, 2023 Convertible promissory Note, dated July 25, 2023 payable to TXC Services, LLC (“TXC”), interest at 8%, due July 25, 2024, with unamortized debt discount of $1,301,918 and $0 at, September 30, 2023 and June 30, 2023, respectively (i) $ 1,600,000 - Convertible promissory Note, dated July 25, 2023 payable to TXC Services, LLC (“TXC”), interest at 8 July 25, 2024 1,301,918 0 $ 1,600,000 - Promissory Note, dated January 6, 2023 payable to TK Management Services, LLC (“TK Management”), interest at 12 January 6, 2024 0 0 1,500,000 - Convertible Promissory Note dated January 20, 2021 payable to Tri-Bridge Ventures, LLC (“Tri-Bridge”), interest at 10 January 20, 2023 0 0 100,000 100,000 Convertible Promissory Note dated February 22, 2021 payable to Tri-Bridge Ventures, LLC (“Tri-Bridge”), interest at 10 February 22, 2023 0 0 200,000 200,000 Convertible Promissory Note dated May 31, 2023 payable to MainSpring, LLC (“MainSpring”), originally issued to Hillcrest Ridgewood Partners, LLC and assigned on September 15, 2023, interest at 8 May 31, 2024 0 0 90,000 90,000 Convertible Promissory Note dated July 18, 2023 payable to Hillcrest Ridgewood Partners LLC (“Hillcrest”), interest at 8 July 18, 2024 0 0 20,000 - Totals $ 3,510,000 $ 390,000 (i) On July 25, 2023, the Company and Foxx Trott (the “Borrower”) executed the Seller Secured Note payable to TXC Services, LLC (“Holder”) in the principal amount of $ 1,600,000 The Seller Secured Note has a term of one (1) year, Maturity Date of July 25, 2024 6% 18% The is convertible, in whole or in part, at any time and from time to time before maturity at the option of the Holder. 100 The will contain certain limitations on conversion. It provides that no conversion may be made if, after giving effect to the conversion, the Investor would own in excess of 9.99% of the Company’s outstanding shares of Common Stock. This percentage may be increased or decreased to a percentage not to exceed 9.99%, at the option of the Investor, except any increase will not be effective until 61 days prior notice to the Company. As of September 30, 2023, $ 1,600,000 17,622 (ii) On January 6, 2023, Fox Trot (the “Borrower”) issued the TK Secured Note to TK Management Services, LLC (the “Lender”) in the principal amount of 1,500,000 12% January 6, 2024 12 15,000 15,000 1,500,000 (iii) 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 10 100,000 The Convertible Note is convertible, in whole or in part, at any time and from time to time before maturity (January 20, 2022) at the option of the holder. The Conversion Price shall be equal to Fifty Percent ( 50 20 100,000 17,479 GLOBAL TECHNOLOGIES, LTD NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS For the three months ended September 30, 2023 and 2022 (Unaudited) NOTE F – NOTES PAYABLE, THIRD PARTIES (cont’d) (iv) 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 10 The Convertible Note is convertible, in whole or in part, at any time and from time to time before maturity (February 22, 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 ( 50 200,000 34,959 (v) On May 31, 2023, the Company issued to Hillcrest Ridgewood Partners, LLC (the “Old Holder”) a Convertible Promissory Note (the “Convertible Note”) in the principal amount of $ 90,000 On September 15, 2023, the Convertible Note was assigned to MainSpring, LLC (the “New Holder”). The Convertible Note has a term of one (1) year, Maturity Date of May 31, 2024 8 18 The New Convertible Note is convertible, in whole or in part, at any time and from time to time before maturity at the option of the New 0.0001 The transaction closed on May 31, 2023. 90,000 2,407 (vi) On July 18, 2023, the Company executed a Convertible Note (the “Convertible Note”) payable to Hillcrest Ridgewood Partners, LLC (the “Holder”)(together, the “Parties”) in the principal amount of $ 20,000 July 18, 2024 8 18 0.0001 20,000 101 |
LOANS PAYABLE _ RELATED PARTI_2
LOANS PAYABLE – RELATED PARTIES (Tables) | 3 Months Ended |
Sep. 30, 2023 | |
Debt Disclosure [Abstract] | |
SCHEDULE OF LOANS PAYABLE | The loans payable, related parties, at September 30, 2023 and June 30, 2023 consisted of: SCHEDULE OF LOANS PAYABLE September 30, 2023 June 30, 2023 Foxx Trott Tango, LLC seller, due on demand, 0 $ 57,616 $ - Consultant, due on demand, 0 22,250 2,250 Total loans payable, related parties $ 79,866 $ 2,250 |
DERIVATIVE LIABILITY (Tables)
DERIVATIVE LIABILITY (Tables) | 3 Months Ended |
Sep. 30, 2023 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
SCHEDULE OF DERIVATIVE LIABILITY | The derivative liability at September 30, 2023 and June 30, 2023 consisted of: SCHEDULE OF DERIVATIVE LIABILITY September 30, 2023 June 30, 2023 Convertible Promissory Notes payable to TXC Services, LLC. Please see NOTE F – NOTES PAYABLE, THIRD PARTIES $ 537,155 $ - Convertible Promissory Notes payable to Tri-Bridge Ventures, LLC. Please see NOTE F – NOTES PAYABLE, THIRD PARTIES 323,233 1,180,680 Total derivative liability $ 860,388 $ 1,180,680 |
SCHEDULE OF EMBEDDED DERIVATIVE LIABILITY MEASURED AT FAIR VALUE USING SIGNIFICANT UNOBSERVABLE INPUTS | 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): SCHEDULE OF EMBEDDED DERIVATIVE LIABILITY MEASURED AT FAIR VALUE USING SIGNIFICANT UNOBSERVABLE INPUTS Level 3 Balance at June 30, 2023 $ 1,180,680 Additions - (Gain) Loss (320,292 ) Change resulting from conversions and payoffs - Balance at September 30, 2023 $ 860,388 |
SUMMARY OF SIGNIFICANT ACCOUN_3
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details Narrative) - USD ($) | 3 Months Ended | |
Sep. 30, 2023 | Sep. 30, 2022 | |
Accounting Policies [Abstract] | ||
Cash equivalents | $ 0 | |
Cash and cash equivalents | 13,190 | |
FDIC insurance limits | 0 | |
Revenues | $ 0 | $ 0 |
Antidilutive securities excluded from computation of earnings per share, amount | 29,100,000,000 | 16,800,000,000 |
SCHEDULE OF PURCHASE PRICE CONS
SCHEDULE OF PURCHASE PRICE CONSIDERATION (Details) - Foxx Trott Tango LLC [Member] | Jul. 25, 2023 USD ($) | |
Business Acquisition [Line Items] | ||
Convertible promissory notes | $ 3,100,000 | |
Contingent consideration | 3,400,000 | [1] |
Total purchase price | $ 6,500,000 | |
[1]Contingent consideration is based on the following: |
SCHEDULE OF PURCHASE PRICE CO_2
SCHEDULE OF PURCHASE PRICE CONSIDERATION (Details) (Parenthetical) - USD ($) | 3 Months Ended | ||
Jul. 25, 2023 | Jul. 18, 2023 | Sep. 30, 2022 | |
Business Acquisition [Line Items] | |||
Issuance of shares, value | $ 251,098 | ||
Series L Preferred Stock [Member] | |||
Business Acquisition [Line Items] | |||
Issuance of shares | 4 | ||
Foxx Trott Tango LLC [Member] | Series L Preferred Stock [Member] | |||
Business Acquisition [Line Items] | |||
Issuance of shares | 680 | ||
Issuance of shares, value | $ 3,400,000 | ||
Foxx Trott Tango LLC [Member] | Series L Preferred Stock [Member] | 25% Square Footage Property [Member] | |||
Business Acquisition [Line Items] | |||
Business acquisition, description | Lease of 25% of the square footage of the Property, Seller shall receive 25% of the Series L Preferred | ||
Foxx Trott Tango LLC [Member] | Series L Preferred Stock [Member] | 50% Square Footage Property [Member] | |||
Business Acquisition [Line Items] | |||
Business acquisition, description | Lease of 50% of the square footage of the Property, Seller shall receive 50% of the Series L Preferred | ||
Foxx Trott Tango LLC [Member] | Series L Preferred Stock [Member] | 75% Square Footage Property [Member] | |||
Business Acquisition [Line Items] | |||
Business acquisition, description | Lease of 75% of the square footage of the Property, Seller shall receive 75% of the Series L Preferred | ||
Foxx Trott Tango LLC [Member] | Series L Preferred Stock [Member] | 100% Property [Member] | |||
Business Acquisition [Line Items] | |||
Business acquisition, description | Lease of 100% of the Property, Seller shall receive 100% of the Series L Preferred |
SCHEDULE OF FAIR VALUE OF NET A
SCHEDULE OF FAIR VALUE OF NET ASSETS ACQUIRED (Details) | Jul. 25, 2023 USD ($) |
Business Acquisition [Line Items] | |
Cash | $ 10,000 |
Net Total | (6,500,000) |
Book Value [Member] | |
Business Acquisition [Line Items] | |
Cash | 10,000 |
Warehouse building | 2,956,583 |
Note payable-TK Management Services, LLC | (1,500) |
Note payable-TXC Services, LLC | (1,600,000) |
Net Total | (133,417) |
Fair Value [Member] | |
Business Acquisition [Line Items] | |
Cash | 10,000 |
Warehouse building | 3,600,000 |
Note payable-TK Management Services, LLC | (1,500,000) |
Note payable-TXC Services, LLC | (1,600,000) |
Net Total | 510,000 |
Difference [Member] | |
Business Acquisition [Line Items] | |
Cash | |
Warehouse building | 643,417 |
Note payable-TK Management Services, LLC | |
Note payable-TXC Services, LLC | |
Net Total | $ 643,417 |
SCHEDULE OF ASSETS ACQUIRED (De
SCHEDULE OF ASSETS ACQUIRED (Details) - USD ($) | Sep. 30, 2023 | Jul. 25, 2023 | Jun. 30, 2023 | ||
Business Combination and Asset Acquisition [Abstract] | |||||
Cash | $ 10,000 | ||||
Warehouse building | [1] | 3,600,000 | |||
Assets acquired excluding goodwill | 3,610,000 | ||||
Goodwill | $ 2,890,000 | 2,890,000 | [2] | ||
Total purchase price | $ 6,500,000 | ||||
[1]Warehouse Building valued at fair value based on appraisal.[2]Goodwill is recorded when the cost of acquired business exceeds the fair value of the identifiable net assets acquired. |
SCHEDULE OF GOODWILL (Details)
SCHEDULE OF GOODWILL (Details) | 2 Months Ended | |
Sep. 30, 2023 USD ($) | ||
Business Combination and Asset Acquisition [Abstract] | ||
Balance as of July 25, 2023 | $ 2,890,000 | [1] |
Additions and adjustments | ||
Balance as of September 30, 2023 | $ 2,890,000 | |
[1]Goodwill is recorded when the cost of acquired business exceeds the fair value of the identifiable net assets acquired. |
ACQUISITION OF FOXX TROTT TAN_3
ACQUISITION OF FOXX TROTT TANGO, LLC (Details Narrative) - TCBM [Member] - HMNRTH, LLC and 911 Help Now, LLC [Member] | Jul. 25, 2023 USD ($) shares |
Ownership interest percentage | 100% |
Convertible promissory note | $ | $ 3,100,000 |
Issuance of shares | shares | 680 |
SCHEDULE OF PROPERTY AND EQUIPM
SCHEDULE OF PROPERTY AND EQUIPMENT (Details) - USD ($) | Sep. 30, 2023 | Jun. 30, 2023 |
Property, Plant and Equipment [Abstract] | ||
Property and Equipment | $ 36,363 | $ 36,363 |
Less: accumulated depreciation | (19,909) | (18,611) |
Total | $ 16,454 | $ 17,752 |
SCHEDULE OF PROPERTY AND EQUI_2
SCHEDULE OF PROPERTY AND EQUIPMENT (Details narrative) - USD ($) | 3 Months Ended | |
Sep. 30, 2023 | Sep. 30, 2022 | |
Property, Plant and Equipment [Abstract] | ||
Depreciation | $ 1,298 | $ 1,298 |
SCHEDULE OF NOTES PAYABLE TO TH
SCHEDULE OF NOTES PAYABLE TO THIRD PARTIES (Details) - Related Party [Member] - USD ($) | Sep. 30, 2023 | Jun. 30, 2023 | |
Short-Term Debt [Line Items] | |||
Totals | $ 3,510,000 | $ 390,000 | |
Convertible Promissory Note One [Member] | |||
Short-Term Debt [Line Items] | |||
Totals | [1] | 1,600,000 | |
Convertible Promissory Note Two [Member] | |||
Short-Term Debt [Line Items] | |||
Totals | [2] | 1,500,000 | |
Convertible Promissory Note Three [Member] | |||
Short-Term Debt [Line Items] | |||
Totals | [3] | 100,000 | |
Totals | [3] | 100,000 | |
Convertible Promissory Note Four [Member] | |||
Short-Term Debt [Line Items] | |||
Totals | [4] | 200,000 | 200,000 |
Convertible Promissory Note Five [Member] | |||
Short-Term Debt [Line Items] | |||
Totals | [5] | 90,000 | 90,000 |
Convertible Promissory Note Six [Member] | |||
Short-Term Debt [Line Items] | |||
Totals | [6] | $ 20,000 | |
[1]On July 25, 2023, the Company and Foxx Trott (the “Borrower”) executed the Seller Secured Note payable to TXC Services, LLC (“Holder”) in the principal amount of $ 1,600,000 The Seller Secured Note has a term of one (1) year, Maturity Date of July 25, 2024 6% 18% The is convertible, in whole or in part, at any time and from time to time before maturity at the option of the Holder. 100 The will contain certain limitations on conversion. It provides that no conversion may be made if, after giving effect to the conversion, the Investor would own in excess of 9.99% of the Company’s outstanding shares of Common Stock. This percentage may be increased or decreased to a percentage not to exceed 9.99%, at the option of the Investor, except any increase will not be effective until 61 days prior notice to the Company. As of September 30, 2023, $ 1,600,000 17,622 1,500,000 12% January 6, 2024 12 15,000 15,000 1,500,000 150,000 10 100,000 The Convertible Note is convertible, in whole or in part, at any time and from time to time before maturity (January 20, 2022) at the option of the holder. The Conversion Price shall be equal to Fifty Percent ( 50 20 100,000 17,479 200,000 10 The Convertible Note is convertible, in whole or in part, at any time and from time to time before maturity (February 22, 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 ( 50 200,000 34,959 90,000 On September 15, 2023, the Convertible Note was assigned to MainSpring, LLC (the “New Holder”). The Convertible Note has a term of one (1) year, Maturity Date of May 31, 2024 8 18 The New Convertible Note is convertible, in whole or in part, at any time and from time to time before maturity at the option of the New 0.0001 The transaction closed on May 31, 2023. 90,000 2,407 20,000 July 18, 2024 8 18 0.0001 20,000 101 |
SCHEDULE OF NOTES PAYABLE TO _2
SCHEDULE OF NOTES PAYABLE TO THIRD PARTIES (Details) (Parenthetical) | 1 Months Ended | 3 Months Ended | ||||||||||||
Sep. 15, 2023 $ / shares | Aug. 06, 2023 USD ($) | Jul. 25, 2023 USD ($) | Jul. 18, 2023 USD ($) $ / shares | Jul. 18, 2023 USD ($) $ / shares | May 31, 2023 USD ($) | Jan. 06, 2023 USD ($) | Feb. 22, 2021 USD ($) | Jan. 27, 2021 USD ($) | Jan. 20, 2021 USD ($) Integer | Jan. 20, 2021 USD ($) | Sep. 30, 2023 USD ($) | Sep. 30, 2022 USD ($) | Jun. 30, 2023 USD ($) | |
Short-Term Debt [Line Items] | ||||||||||||||
Interest payable | $ 102,082 | $ 74,984 | ||||||||||||
Proceeds from convertible debt | 20,000 | |||||||||||||
TXC Services LLC [Member] | Convertible Promissory Note One [Member] | ||||||||||||||
Short-Term Debt [Line Items] | ||||||||||||||
Debt instrument interest rate | 8% | |||||||||||||
Debt maturity date | Jul. 25, 2024 | |||||||||||||
Unamortized debt discount | 1,301,918 | 0 | ||||||||||||
Principal amount | $ 1,600,000 | |||||||||||||
Debt instrument interest rate | 6% | |||||||||||||
Bears interest rate | 18% | |||||||||||||
Debt instrument converted instrument rate | 100% | |||||||||||||
Investor own excess shares percentage description | Investor would own in excess of 9.99% of the Company’s outstanding shares of Common Stock. This percentage may be increased or decreased to a percentage not to exceed 9.99%, at the option of the Investor, except any increase will not be effective until 61 days prior notice to the Company. | |||||||||||||
Principal amount | 1,600,000 | |||||||||||||
Interest payable | 17,622 | |||||||||||||
TXC Services LLC [Member] | Convertible Promissory Note Two [Member] | ||||||||||||||
Short-Term Debt [Line Items] | ||||||||||||||
Bears interest rate | 12% | |||||||||||||
TK Management Services LLC [Member] | Convertible Promissory Note Two [Member] | ||||||||||||||
Short-Term Debt [Line Items] | ||||||||||||||
Debt instrument interest rate | 12% | |||||||||||||
Debt maturity date | Jan. 06, 2024 | |||||||||||||
Unamortized debt discount | 0 | 0 | ||||||||||||
Principal amount | $ 1,500,000 | |||||||||||||
Debt instrument interest rate | 12% | |||||||||||||
Principal amount | 1,500,000 | |||||||||||||
Origination fee | $ 15,000 | |||||||||||||
Borrower monthly payment | $ 15,000 | |||||||||||||
Tri-Bridge Ventures, LLC [Member] | Convertible Promissory Note Three [Member] | ||||||||||||||
Short-Term Debt [Line Items] | ||||||||||||||
Debt instrument interest rate | 10% | |||||||||||||
Debt maturity date | Jan. 20, 2023 | |||||||||||||
Unamortized debt discount | 0 | 0 | ||||||||||||
Principal amount | $ 150,000 | $ 150,000 | ||||||||||||
Debt instrument interest rate | 10% | 10% | ||||||||||||
Principal amount | 100,000 | |||||||||||||
Interest payable | 17,479 | |||||||||||||
Proceeds from convertible debt | $ 100,000 | |||||||||||||
Debt instrument description | The Convertible Note is convertible, in whole or in part, at any time and from time to time before maturity (January 20, 2022) 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 | |||||||||||||
Debt conversion trading price percentage | 50% | |||||||||||||
Debt instrument trading days | Integer | 20 | |||||||||||||
Tri-Bridge Ventures, LLC [Member] | Convertible Promissory Note Four [Member] | ||||||||||||||
Short-Term Debt [Line Items] | ||||||||||||||
Debt instrument interest rate | 10% | |||||||||||||
Debt maturity date | Feb. 22, 2023 | |||||||||||||
Unamortized debt discount | 0 | 0 | ||||||||||||
Principal amount | $ 200,000 | |||||||||||||
Debt instrument interest rate | 10% | |||||||||||||
Principal amount | 200,000 | |||||||||||||
Interest payable | 34,959 | |||||||||||||
Debt instrument description | The Convertible Note is convertible, in whole or in part, at any time and from time to time before maturity (February 22, 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%) 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”) | |||||||||||||
Debt conversion trading price percentage | 50% | |||||||||||||
Hillcrest Ridgewood [Member] | Convertible Promissory Note Five [Member] | ||||||||||||||
Short-Term Debt [Line Items] | ||||||||||||||
Debt instrument interest rate | 8% | |||||||||||||
Debt maturity date | May 31, 2024 | |||||||||||||
Unamortized debt discount | 0 | 0 | ||||||||||||
Hillcrest Ridgewood [Member] | Convertible Promissory Note Six [Member] | ||||||||||||||
Short-Term Debt [Line Items] | ||||||||||||||
Debt instrument interest rate | 8% | |||||||||||||
Debt maturity date | Jul. 18, 2024 | |||||||||||||
Unamortized debt discount | 0 | $ 0 | ||||||||||||
Hillcrest Ridgewood Partners LLC [Member] | Convertible Promissory Note Five [Member] | ||||||||||||||
Short-Term Debt [Line Items] | ||||||||||||||
Debt maturity date | May 31, 2024 | |||||||||||||
Principal amount | $ 90,000 | |||||||||||||
Hillcrest Ridgewood Partners LLC [Member] | Convertible Promissory Note Six [Member] | ||||||||||||||
Short-Term Debt [Line Items] | ||||||||||||||
Debt maturity date | Jul. 18, 2024 | |||||||||||||
Principal amount | $ 20,000 | $ 20,000 | ||||||||||||
Debt instrument interest rate | 8% | 8% | ||||||||||||
Debt instrument converted instrument rate | 18% | |||||||||||||
Principal amount | 20,000 | |||||||||||||
Interest payable | 101 | |||||||||||||
Debt instrument conversion ratio | $ / shares | $ 0.0001 | $ 0.0001 | ||||||||||||
Main Spring LLC [Member] | Convertible Promissory Note Five [Member] | ||||||||||||||
Short-Term Debt [Line Items] | ||||||||||||||
Debt instrument interest rate | 8% | |||||||||||||
Debt instrument converted instrument rate | 18% | |||||||||||||
Principal amount | 90,000 | |||||||||||||
Interest payable | $ 2,407 | |||||||||||||
Debt instrument conversion ratio | $ / shares | $ 0.0001 |
SCHEDULE OF LOANS PAYABLE (Deta
SCHEDULE OF LOANS PAYABLE (Details) - USD ($) | Sep. 30, 2023 | Jun. 30, 2023 |
Defined Benefit Plan Disclosure [Line Items] | ||
Total loans payable, related parties | $ 79,866 | $ 2,250 |
Foxx Trott Tango LLC [Member] | ||
Defined Benefit Plan Disclosure [Line Items] | ||
Total loans payable, related parties | 57,616 | |
Consultant [Member] | ||
Defined Benefit Plan Disclosure [Line Items] | ||
Total loans payable, related parties | $ 22,250 | $ 2,250 |
SCHEDULE OF LOANS PAYABLE (De_2
SCHEDULE OF LOANS PAYABLE (Details) (Parenthetical) | Sep. 30, 2023 |
Foxx Trott Tango LLC [Member] | |
Defined Benefit Plan Disclosure [Line Items] | |
Interest rate | 0% |
Consultant [Member] | |
Defined Benefit Plan Disclosure [Line Items] | |
Interest rate | 0% |
SCHEDULE OF DERIVATIVE LIABILIT
SCHEDULE OF DERIVATIVE LIABILITY (Details) - USD ($) | Sep. 30, 2023 | Jun. 30, 2023 |
Short-Term Debt [Line Items] | ||
Total derivative liability | $ 860,388 | $ 1,180,680 |
Convertible Promissory Note [Member] | TXC Services LLC [Member] | ||
Short-Term Debt [Line Items] | ||
Total derivative liability | 537,155 | |
Convertible Promissory Note [Member] | Tri-Bridge Ventures, LLC [Member] | ||
Short-Term Debt [Line Items] | ||
Total derivative liability | $ 323,233 | $ 1,180,680 |
SCHEDULE OF EMBEDDED DERIVATIVE
SCHEDULE OF EMBEDDED DERIVATIVE LIABILITY MEASURED AT FAIR VALUE USING SIGNIFICANT UNOBSERVABLE INPUTS (Details) - Fair Value, Inputs, Level 3 [Member] | 3 Months Ended |
Sep. 30, 2023 USD ($) | |
Platform Operator, Crypto-Asset [Line Items] | |
Beginning Balance | $ 1,180,680 |
Additions | |
Gain (loss) | (320,292) |
Change resulting from conversions and payoffs | |
Ending balance | $ 860,388 |
DERIVATIVE LIABILITY (Details N
DERIVATIVE LIABILITY (Details Narrative) | 3 Months Ended | 12 Months Ended |
Sep. 30, 2023 $ / shares | Jun. 30, 2023 $ / shares | |
Measurement Input, Share Price [Member] | ||
Derivative [Line Items] | ||
Conversion price | $ 0.0002 | $ 0.0002 |
Measurement Input, Conversion Price [Member] | ||
Derivative [Line Items] | ||
Conversion price | $ 0.00005 | |
Measurement Input, Conversion Price [Member] | Minimum [Member] | ||
Derivative [Line Items] | ||
Conversion price | 0.0001 | |
Measurement Input, Conversion Price [Member] | Maximum [Member] | ||
Derivative [Line Items] | ||
Conversion price | $ 0.0002 | |
Measurement Input, Expected Term [Member] | ||
Derivative [Line Items] | ||
Expected term | 6 months | |
Measurement Input, Expected Term [Member] | Minimum [Member] | ||
Derivative [Line Items] | ||
Expected term | 6 months | |
Measurement Input, Expected Term [Member] | Maximum [Member] | ||
Derivative [Line Items] | ||
Expected term | 10 months | |
Measurement Input, Price Volatility [Member] | ||
Derivative [Line Items] | ||
Risk free interest rate | 305.48 | 305.48 |
Measurement Input, Risk Free Interest Rate [Member] | ||
Derivative [Line Items] | ||
Risk free interest rate | 5.53 | 5.47 |
CAPITAL STOCK (Details Narrativ
CAPITAL STOCK (Details Narrative) - USD ($) | 3 Months Ended | |||||||||||||||
Sep. 30, 2023 | Aug. 23, 2023 | Jul. 18, 2023 | Jun. 30, 2023 | May 19, 2023 | May 19, 2023 | Aug. 08, 2022 | Jul. 15, 2022 | Jul. 14, 2022 | Jul. 31, 2019 | Sep. 30, 2023 | Sep. 30, 2022 | Jun. 28, 2001 | Apr. 26, 2001 | Feb. 15, 2000 | Sep. 30, 1999 | |
Class of Stock [Line Items] | ||||||||||||||||
Preferred stock par value | $ 0.01 | $ 0.01 | $ 0.01 | |||||||||||||
Preferred stock, shares authorized | 5,000,000 | 5,000,000 | 5,000,000 | |||||||||||||
Preferred stock rank, description | 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. | |||||||||||||||
Common Stock, Voting Rights | 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 | |||||||||||||||
Common stock, shares authorized | 14,991,000,000 | 14,991,000,000 | 14,991,000,000 | |||||||||||||
Common stock, shares issued | 14,688,440,097 | 14,488,440,097 | 14,688,440,097 | |||||||||||||
Common stock, shares outstanding | 14,688,440,097 | 14,488,440,097 | 14,688,440,097 | |||||||||||||
Number of shares converted | ||||||||||||||||
Number of shares to be issued after conversion value | $ 2,899,448 | |||||||||||||||
Preferred stock conversion price | $ 0.0002 | $ 0.0002 | ||||||||||||||
Convertible preferred stock shares issued | 14,497,440,097 | 14,497,440,097 | ||||||||||||||
Common Stock [Member] | ||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||
Stock Issued During Period, Shares, Conversion of Convertible Securities | 200,000,000 | |||||||||||||||
Number of shares issued | 702,777,778 | |||||||||||||||
Number of shares converted | $ 20,000 | |||||||||||||||
Common Stock, shares not issued | 300,000,000 | 300,000,000 | ||||||||||||||
Noteholder 1 [Member] | January 13, 2022 [Member] | ||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||
Stock Issued During Period, Shares, Conversion of Convertible Securities | 111,111,111 | |||||||||||||||
Number of shares converted | $ 33,333 | |||||||||||||||
Debt Conversion, Converted Instrument, Amount | $ 20,000 | |||||||||||||||
Noteholder 2 [Member] | January 13, 2022 [Member] | ||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||
Stock Issued During Period, Shares, Conversion of Convertible Securities | 212,500,000 | |||||||||||||||
Number of shares converted | $ 63,750 | |||||||||||||||
Debt Conversion, Converted Instrument, Amount | 23,750 | |||||||||||||||
Interest and Debt Expense | $ 1,750 | |||||||||||||||
Noteholder 3 [Member] | February 4, 2022 [Member] | ||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||
Stock Issued During Period, Shares, Conversion of Convertible Securities | 379,166,667 | |||||||||||||||
Number of shares converted | $ 113,750 | |||||||||||||||
Debt Conversion, Converted Instrument, Amount | 43,750 | |||||||||||||||
Interest and Debt Expense | $ 1,750 | |||||||||||||||
Series A 8% Convertible Preferred Stock [Member] | ||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||
Preferred stock par value | $ 0.01 | |||||||||||||||
Preferred stock, shares authorized | 3,000 | |||||||||||||||
Preferred stock,shares issued | 0 | 0 | 0 | |||||||||||||
Preferred stock,shares outstanding | 0 | 0 | 0 | |||||||||||||
Series B 8% Convertible Preferred Stock [Member] | ||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||
Preferred stock par value | $ 0.01 | |||||||||||||||
Preferred stock, shares authorized | 3,000 | |||||||||||||||
Preferred stock,shares issued | 0 | 0 | 0 | |||||||||||||
Preferred stock,shares outstanding | 0 | 0 | 0 | |||||||||||||
Series C Five Percentage Convertible Preferred Stock [Member] | ||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||
Preferred stock par value | $ 0.01 | |||||||||||||||
Preferred stock, shares authorized | 1,000 | |||||||||||||||
Preferred stock,shares issued | 0 | 0 | 0 | |||||||||||||
Preferred stock,shares outstanding | 0 | 0 | 0 | |||||||||||||
Series D Preferred Stock [Member] | ||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||
Preferred stock par value | $ 0.01 | |||||||||||||||
Preferred stock, shares authorized | 800 | |||||||||||||||
Preferred stock,shares issued | 0 | 0 | 0 | |||||||||||||
Preferred stock,shares outstanding | 0 | 0 | 0 | |||||||||||||
Series E 8% Convertible Preferred Stock [Member] | ||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||
Preferred stock par value | $ 0.01 | |||||||||||||||
Preferred stock, shares authorized | 250 | |||||||||||||||
Preferred stock,shares issued | 0 | 0 | 0 | |||||||||||||
Preferred stock,shares outstanding | 0 | 0 | 0 | |||||||||||||
Series K Super Voting Preferred Stock [Member] | ||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||
Preferred stock par value | $ 0.01 | |||||||||||||||
Preferred stock, shares authorized | 3 | |||||||||||||||
Preferred stock,shares issued | 3 | 3 | 3 | |||||||||||||
Preferred stock,shares outstanding | 3 | 3 | 3 | |||||||||||||
Series L Preferred Stock [Member] | ||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||
Preferred stock par value | $ 0.01 | $ 0.01 | $ 0.01 | $ 0.01 | ||||||||||||
Preferred stock, shares authorized | 500,000 | 500,000 | 500,000 | 500,000 | ||||||||||||
Preferred stock,shares issued | 340 | 294 | 340 | |||||||||||||
Preferred stock,shares outstanding | 340 | 294 | 340 | |||||||||||||
Debt Conversion, Description | 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 | |||||||||||||||
Number of shares issued | 4 | |||||||||||||||
Number of shares converted | $ 3 | |||||||||||||||
Series L Preferred Stock [Member] | Consulting Agreement [Member] | ||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||
Number of shares issued | 50 | |||||||||||||||
Series L Preferred Stock [Member] | Preferred Stock [Member] | ||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||
Stock Issued During Period, Shares, Conversion of Convertible Securities | (4) | |||||||||||||||
Number of shares converted | ||||||||||||||||
Conversion of 3 Series L Preferred stock for common stock, shares | 300,000,000 | |||||||||||||||
Series L Preferred Stock [Member] | Jimmy Wayne Anderson [Member] | ||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||
Stock Issued During Period, Shares, Conversion of Convertible Securities | 200,000,000 | |||||||||||||||
Series L Preferred Stock [Member] | Consultant [Member] | ||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||
Number of shares issued | 15 | |||||||||||||||
Series L Preferred Stock [Member] | Sole Officer And Director [Member] | ||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||
Number of shares issued | 6 | |||||||||||||||
Common Class A [Member] | ||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||
Common stock, shares authorized | 14,991,000,000 | 14,991,000,000 | 14,991,000,000 | |||||||||||||
Common stock, shares issued | 14,688,440,097 | 14,488,440,097 | 14,688,440,097 | |||||||||||||
Common stock, shares outstanding | 14,688,440,097 | 14,488,440,097 | 14,688,440,097 | |||||||||||||
Common Class B [Member] | ||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||
Common stock, shares authorized | 4,000,000 | 4,000,000 | 4,000,000 | |||||||||||||
Common stock, shares issued | 0 | 0 | 0 | |||||||||||||
Common stock, shares outstanding | 0 | 0 | 0 |
COMMITMENTS AND CONTINGENCIES (
COMMITMENTS AND CONTINGENCIES (Details Narrative) - USD ($) | 3 Months Ended | |||
Jul. 25, 2023 | May 17, 2023 | Sep. 30, 2023 | Sep. 30, 2022 | |
Deferred Compensation Arrangement with Individual, Excluding Share-Based Payments and Postretirement Benefits [Line Items] | ||||
Base salary | $ 25,000 | $ 314,467 | ||
Foxx Trott Tango LLC [Member] | Series L Preferred Stock [Member] | ||||
Deferred Compensation Arrangement with Individual, Excluding Share-Based Payments and Postretirement Benefits [Line Items] | ||||
Issuance of shares | 680 | |||
Issuance of shares, value | $ 3,400,000 | |||
Foxx Trott Tango LLC [Member] | Series L Preferred Stock [Member] | 25% Square Footage Property [Member] | ||||
Deferred Compensation Arrangement with Individual, Excluding Share-Based Payments and Postretirement Benefits [Line Items] | ||||
Business acquisition, description | Lease of 25% of the square footage of the Property, Seller shall receive 25% of the Series L Preferred | |||
Foxx Trott Tango LLC [Member] | Series L Preferred Stock [Member] | 50% Square Footage Property [Member] | ||||
Deferred Compensation Arrangement with Individual, Excluding Share-Based Payments and Postretirement Benefits [Line Items] | ||||
Business acquisition, description | Lease of 50% of the square footage of the Property, Seller shall receive 50% of the Series L Preferred | |||
Foxx Trott Tango LLC [Member] | Series L Preferred Stock [Member] | 75% Square Footage Property [Member] | ||||
Deferred Compensation Arrangement with Individual, Excluding Share-Based Payments and Postretirement Benefits [Line Items] | ||||
Business acquisition, description | Lease of 75% of the square footage of the Property, Seller shall receive 75% of the Series L Preferred | |||
Foxx Trott Tango LLC [Member] | Series L Preferred Stock [Member] | 100% Property [Member] | ||||
Deferred Compensation Arrangement with Individual, Excluding Share-Based Payments and Postretirement Benefits [Line Items] | ||||
Business acquisition, description | Lease of 100% of the Property, Seller shall receive 100% of the Series L Preferred | |||
Fredrick Cutcher [Member] | Employment Agreement [Member] | ||||
Deferred Compensation Arrangement with Individual, Excluding Share-Based Payments and Postretirement Benefits [Line Items] | ||||
Agreement description | On May 17, 2023, the Company entered into an Employment Agreement (the “Agreement”) with Mr. Cutcher for his role as the Company’s Chief Executive Officer. Under the terms of the Agreement, Mr. Cutcher is to receive a base salary of $100,000 and $100,000 in Restricted Stock Units that vest at the end of the initial term of the Agreement. The Agreement has a term of one year and shall renew for successive one-year terms unless either party terminates the Agreement. The Agreement is effective as of May 17, 2023 | |||
Base salary | $ 100,000 | |||
Officers compensation | 1 year | |||
Fredrick Cutcher [Member] | Employment Agreement [Member] | Restricted Stock Units (RSUs) [Member] | ||||
Deferred Compensation Arrangement with Individual, Excluding Share-Based Payments and Postretirement Benefits [Line Items] | ||||
Restricted stock units vested | $ 100,000 |
GOING CONCERN UNCERTAINTY (Deta
GOING CONCERN UNCERTAINTY (Details Narrative) - USD ($) | 3 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2022 | Jun. 30, 2023 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |||
Accumulated deficit | $ 166,253,555 | $ 167,478,377 | |
Cash used from operating activities | $ 102,726 | $ 320,846 |
SUBSEQUENT EVENTS (Details Narr
SUBSEQUENT EVENTS (Details Narrative) - Subsequent Event [Member] - USD ($) | Oct. 31, 2023 | Dec. 28, 2023 |
Convertible Notes Payable [Member] | Main Spring LLC [Member] | ||
Subsequent Event [Line Items] | ||
Principal amount | $ 25,000 | |
Debt maturity date | Oct. 13, 2024 | |
Interest rate | 8% | |
Bears interest rate | 18% | |
Debt instrument conversion ratio | $ 0.0001 | |
GOe3 [Member] | ||
Subsequent Event [Line Items] | ||
Percentage retained by shareholders | 30% | |
Percentage received by entity | 70% |