# Global Technologies Ltd: Form 10-Q for the period ended Dec 31, 2023

- Company: [Global Technologies Ltd](/companies/gtll.md) (CIK 932021)
- Form: 10-Q
- Filed: 2024-02-06
- Accepted by EDGAR: Feb 6, 2024, 17:09 ET
- Period: 2023-12-31
- Accession: 0001493152-24-005124
- Inline XBRL: yes
- Main document: https://www.sec.gov/Archives/edgar/data/932021/000149315224005124/form10-q.htm
- All documents and exhibits: https://www.sec.gov/Archives/edgar/data/932021/000149315224005124/

## Figures reported in this filing

Standardized XBRL line items for the period ended 2023-12-31.

| Line item | Period | Value | XBRL concept |
| --- | --- | ---: | --- |
| Revenue | 6 months, 2023-07-01 to 2023-12-31 | $0 | us-gaap:Revenues |
| Selling, general and administrative | 3 months, 2023-10-01 to 2023-12-31 | $10.3k | us-gaap:SellingGeneralAndAdministrativeExpense |
| Selling, general and administrative | 6 months, 2023-07-01 to 2023-12-31 | $59.3k | us-gaap:SellingGeneralAndAdministrativeExpense |
| Operating income | 3 months, 2023-10-01 to 2023-12-31 | −$63.1k | us-gaap:OperatingIncomeLoss |
| Operating income | 6 months, 2023-07-01 to 2023-12-31 | −$388.4k | us-gaap:OperatingIncomeLoss |
| Net income | 3 months, 2023-10-01 to 2023-12-31 | −$3.5m | us-gaap:NetIncomeLoss |
| Net income | 6 months, 2023-07-01 to 2023-12-31 | −$2.2m | us-gaap:NetIncomeLoss |
| Diluted EPS | 3 months, 2023-10-01 to 2023-12-31 | $0.00 | us-gaap:EarningsPerShareDiluted |
| Diluted EPS | 6 months, 2023-07-01 to 2023-12-31 | $0.00 | us-gaap:EarningsPerShareDiluted |
| Basic EPS | 3 months, 2023-10-01 to 2023-12-31 | $0.00 | us-gaap:EarningsPerShareBasic |
| Basic EPS | 6 months, 2023-07-01 to 2023-12-31 | $0.00 | us-gaap:EarningsPerShareBasic |
| Diluted shares (weighted) | 3 months, 2023-10-01 to 2023-12-31 | 14,688,440,097 shares | us-gaap:WeightedAverageNumberOfDilutedSharesOutstanding |
| Diluted shares (weighted) | 6 months, 2023-07-01 to 2023-12-31 | 14,688,440,097 shares | us-gaap:WeightedAverageNumberOfDilutedSharesOutstanding |
| Operating cash flow | 6 months, 2023-07-01 to 2023-12-31 | −$175.2k | us-gaap:NetCashProvidedByUsedInOperatingActivities |
| Cash and equivalents | at 2023-12-31 | $10.7k | us-gaap:CashAndCashEquivalentsAtCarryingValue |
| Current assets | at 2023-12-31 | $10.7k | us-gaap:AssetsCurrent |
| Total assets | at 2023-12-31 | $6.5m | us-gaap:Assets |
| Current liabilities | at 2023-12-31 | $10.1m | us-gaap:LiabilitiesCurrent |
| Total liabilities | at 2023-12-31 | $10.1m | us-gaap:Liabilities |
| Shareholders' equity | at 2023-12-31 | −$7.0m | us-gaap:StockholdersEquity |

## Management's discussion and analysis

As filed, 24,740 characters.

Our Management’s Discussion and Analysis should be read in conjunction with our unaudited condensed consolidated financial statements and related notes thereto included elsewhere in this quarterly report.

### Forward-Looking Statements

*This Quarterly Report contains forward-looking statements and information relating to us that are based on the beliefs of our management as well as assumptions made by, and information currently available to, our management. When used in this report, the words “believe,” “anticipate,” “expect,” “will,” “estimate,” “intend”, “plan” and similar expressions, as they relate to us or our management, are intended to identify forward-looking statements. Although we believe that the plans, objectives, expectations and prospects reflected in or suggested by our forward-looking statements are reasonable, those statements involve risks, uncertainties and other factors that may cause our actual results, performance or achievements to be materially different from any future results, performance or achievements expressed or implied by these forward-looking statements, and we can give no assurance that our plans, objectives, expectations and prospects will be achieved. Important factors that might cause our actual results to differ materially from the results contemplated by the forward-looking statements are contained in the “Risk Factors” section of and elsewhere in our Annual Report on Form 10-K for the fiscal year ended June 30, 2023, and in our subsequent filings with the SEC, and include, among others, the following: marijuana is illegal under federal law, the marijuana industry is subject to strong competition, our business is dependent on laws pertaining to the marijuana industry, the marijuana industry is subject to government regulation, our business model depends on the availability of private funding, we will be subject to general real estate risks, if debt payments to note holder are not made we could lose our investment in our real estate properties, terms and deployment of capital. The terms “Global Technologies, Ltd “Global Technologies,” “Global,” “we,” “us,” “our,” and the “Company” refer to Global Technologies, Ltd., individually, or as the context requires, collectively with its subsidiaries on a consolidated basis.*

### Company Overview

Global Technologies, Ltd. (hereinafter the “Company”, “Our”, “We”, or “Us”) was incorporated under the laws of the State of Delaware on January 20, 1999 under the name of NEW IFT Corporation. On August 13, 1999, the Company filed an Amended and Restated Certificate of Incorporation with the State of Delaware to change the name of the corporation to Global Technologies, Ltd.

Our principal executive office is located at 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.

### GOe3, LLC Acquisition

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% and GOe3 receiving 70% of the combined Company. The Company will designate a new preferred stock to issue to the GOe3 members in exchange for the membership units.

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.

#### 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.

#### 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 Trot Tango, LLC

Foxx Trot Tango, LLC (“Foxx Trot”) was formed as a Wyoming limited liability company on February 3, 2022. Foxx Trot was acquired through a membership interest purchase agreement on July 25, 2023. Foxx Trot is the owner of a commercial building in Sylvester, GA. The Company intends on utilizing Foxx Trot for the purchase of additional parcels of real estate. Please *see* **NOTE D – ACQUISITION OF FOXX TROT TANGO, LLC** for further information.

#### About 10 Fold Services, LLC

10 Fold Services, LLC (“10 Fold”) was formed as a Wyoming limited liability company on November 22, 2023. 10 Fold will serve as the Company’s customer relationship and sales management subsidiary.

On November 23, 2023, 10 Fold (the “Sales Agent”) entered into a Sales Agent Agreement (the “Agreement”) with a supplier of pharmaceutical products (the “Company”), whereby 10 Fold will act in the capacity as a non-exclusive Sales Agent. Under the terms of the Agreement, the Sales Agent will inform and educate potential customers on products marketed by the Company and to initiate sales of the products. As compensation for its services, the Sales Agent shall receive a commission based on volume sales of the pharmaceutical product.

On December 3, 2023, 10 Fold (the “Company”) entered into an Operating Agreement (the “Agreement”) with Rockwell Pharma, LLC (the “Contractor”) (together, the “Parties”). Under the terms of the Agreement, the Contractor agrees to leverage its connections in the industry to execute sales of pharmaceutical products included within the Company’s Sales Agent Agreement. As compensation, the Parties agree to a profit-sharing model where profits from all sales generated under this Agreement will be split equally (50/50) (“Profit Share”). Profits are defined as the net collections on sales executed by the Contractor and received by the Company minus all pre-approved expenses.

### Critical Accounting Policies, Judgments and Estimates

There were no material changes to our critical accounting policies and estimates during the interim period ended December 31, 2023.

Please see our Annual Report on Form 10-K for the year ended June 30, 2023 filed on December 29, 2023, for a discussion of our critical accounting policies and estimates and their effect, if any, on the Company’s financial results.

### Components of our Results of Operations

### Revenues

We sell consumer products either wholesale or direct to consumer. In addition, we generate revenue through the logistics services we offer through our wholly owned subsidiary, Market on Main and consulting services we offer to other publicly traded companies.

### Cost of Revenues

Our cost of revenues includes inventory costs, materials and supplies costs, internal labor costs and related benefits, subcontractor costs, depreciation, overhead and shipping and handling costs.

### Selling, General and Administrative Expenses

Selling, general and administrative expenses consist of selling, marketing, advertising, payroll, administrative, finance and professional expenses.

### Interest Expense, Net

Interest expense includes the cost of our borrowings under our debt arrangements.

### Results of Operations

### Three months ended December 31, 2023 Compared to three months ended December 31, 2022

The following table sets forth information comparing the components of net (loss) income for the three months ended December 31, 2023 and 2022:

|  | Three Months Ended December 31, 2023 | 2022 | Period over Period Change $% |  |
| --- | ---: | ---: | ---: | ---: |
| **Revenues, net** | $- | $14,000 | $(14,000) | -100.00% |
| Cost of revenues | - | - | - | 0.00% |
| **Gross profit** | - | 14,000 | (14,000) | -100.00% |
| **Operating expenses:** |  |  |  |  |
| Selling, general and administrative | 10,264 | 10,314 | (50) | -0.48% |
| Other operating expenses | 52,840 | 28,198 | 24,642 | 87.39% |
| Total operating expenses | 63,104 | 38,512 | 24,592 | 63.86% |
| Operating loss | (63,104) | (24,512) | 38,592 | 157.44% |
| **Other (expense) income:** |  |  |  |  |
| Gain (loss) on derivative liability | (2,918,858) | 211,387 | (3,130,245) | -1,480.81% |
| Amortization of debt discounts | (394,521) | - | (394,521) | 100.00% |
| Interest income | - | 4,411 | (4,411) | -100.00% |
| Interest expense | (79,009) | (7,562) | (71,447) | 944.82% |
| Total other income (expense) | (3,392,388) | 208,236 | (3,600,624) | -1,729.11% |
| Income (loss) before income taxes | (3,455,492) | 183,724 | (3,639,216) | -1,980.81% |
| Income tax expense | - | - | - | - |
| **Net income (loss)** | (3,455,492) | 183,724 | (3,639,216) | -1,980.81% |

### Revenue

For the three months ended December 31, 2023 and 2022, we generated revenue of $0 and $14,000, respectively. Revenue for the three months ended December 31, 2022 was entirely comprised of revenue generated from consulting services.

### Cost of Revenues

For the three months ended December 31, 2023 and 2022, cost of revenues was $0 and $0, respectively.

### Gross Profit

For the three months ended December 31, 2023 and 2022, gross profit was $0 and $14,000, respectively.

### Operating Expenses

Selling, general and administrative expenses were $10,264 and $10,314 for the three months ended December 31, 2023 and 2022, respectively, representing a decrease of $50, or 0.48%. The Company’s operating expenses are largely attributable to executive compensation and professional services for the three months ended December 31, 2023.

### Other Income (Expenses)

Other income (expenses) were ($3,392,388) and $208,236 for the three months ended December 31, 2023 and 2022, respectively, representing a decrease of $$3,600,624, or -1,729.11%. The other income (expenses) for the three months ended December 31, 2023 included interest expense of ($79,009), amortization of debt discounts of ($394,521) and loss on derivative liability of ($2,918,858).

### Income tax expense

There was no income tax expense for the three months ended December 31, 2023 and December 31, 2022.

### Net Income (loss)

For the three months ended December 31, 2023, net loss was $3,455,492, as compared to net income of $183,724 for three months ended December 31, 2022, a decrease of $3,639,216. The increase in net loss for the three months ended December 31, 2023 was largely attributable to the Company’s loss on derivative liability.

### Six months ended December 31, 2023 Compared to six months ended December 31, 2022

The following table sets forth information comparing the components of net (loss) income for the six months ended December 31, 2023 and 2022:

|  | Six Months Ended December 31, 2023 | 2022 | Period over Period Change $% |  |
| --- | ---: | ---: | ---: | ---: |
| **Revenues, net** | $- | $14,000 | $(14,000) | —100.00% |
| Cost of revenues | - | - | - | 0.00% |
| **Gross profit** | - | 14,000 | (14,000) | -100.00% |
| **Operating expenses:** |  |  |  |  |
| Selling, general and administrative | 59,255 | 12,669 | 46,586 | 367.72% |
| Other operating expenses | 329,138 | 364,863 | (35,725) | -9.79% |
| Total operating expenses | 388,393 | 377,532 | 10,861 | 2.88% |
| Operating loss | (388,393) | (363,532) | (24,861) | 6.84% |
| **Other (expense) income:** |  |  |  |  |
| Gain (loss) on derivative liability | (988,566) | 544,017 | (1,542,583) | -283.55% |
| Amortization of debt discounts | (692,603) | (49,863) | (642,740) | 1,289.01% |
| Interest income | - | 8,822 | (8,822) | -100.00% |
| Interest expense | (151,108) | (15,176) | (135,932) | 895.70% |
| Total other income (expense) | (1,842,277) | 487,800 | (2,330,077) | -47.67% |
| Income (loss) before income taxes | (2,230,670) | 124,268 | (2,354,938) | -1,895.05% |
| Income tax expense | - | - | - | - |
| **Net income (loss)** | (2,230,670) | 124,268 | (2,354,938) | -1,895.05% |

### Revenue

For the six months ended December 31, 2023 and 2022, we generated revenue of $0 and $14,000, respectively. Revenue for the six months ended December 31, 2022 was entirely comprised of revenue generated from consulting services.

### Cost of Revenues

For the six months ended December 31, 2023 and 2022, cost of revenues was $0 and $0, respectively.

### Gross Profit

For the six months ended December 31, 2023 and 2022, gross profit was $0 and $14,000, respectively.

### Operating Expenses

Selling, general and administrative expenses were $59,255 and $12,669 for the six months ended December 31, 2023 and 2022, respectively, representing an increase of $46,586, or 367.72%. The Company’s operating expenses are largely attributable to executive compensation and consulting services for the six months ended December 31, 2023.

### Other Income (Expenses)

Other income (expenses) were ($1,842,277) and $487,800 for the six months ended December 31, 2023 and 2022, respectively, representing a decrease of $2,330,077, or -477.67%. The other income (expenses) for the six months ended December 31, 2023 included interest expense of ($151,108), amortization of debt discounts of ($692,603) and a loss on derivative liability of ($998,566).

### Income tax expense

There was no income tax expense for the six months ended December 31, 2023 and December 31, 2022.

### Net Income (loss)

For the six months ended December 31, 2023, net loss was $2,230,670, as compared to net income of $124,268 for six months ended December 31, 2022, a decrease of $2,354,938. The decrease in net income for the six months ended December 31, 2023 was largely attributable to the Company’s loss on derivative liability.

### Liquidity and Capital Resources

The following table summarizes the cash flows for the six months ended December 31, 2023 and 2022:

| Cash Flows: | 2023 | 2022 |
| --- | ---: | ---: |
| Net cash (used in) operating activities | (175,221) | (324,425) |
| Net cash provided by investing activities | - | - |
| Net cash provided by financing activities | 167,615 | - |
| **Net increase (decrease) in cash** | (7,606) | (324,425) |
| Cash at beginning of period | 18,300 | 324,494 |
| **Cash at end of period** | $10,694 | $69 |

As of December 31, 2023 and 2022, the Company had cash of $10,694 and $18,300, respectively.

We had cash (used in) operating activities of ($175,221) for the six months ended December 31, 2023, compared to ($324,425) for the six months ended December 31, 2022. The net cash used in operating activities for the six months ended December 31, 2023 consisted primarily of a net loss of $2,230,670 offset largely by a loss on derivative liability of $998,566, issuance of Series L Preferred Stock of $250,000 and amortization of debt discounts of $692,603.

We had cash provided by investing activities of $- and $- for the six months ended December 31, 2023 and 2022, respectively

We had cash provided by financing activities of $167,615 and $- for the six months ended December 31, 2023 and 2022, respectively, of which $92,615 was from borrowings from loans payable - related parties, borrowings from the issuance of a convertible note in the amount of $45,000 and proceeds from the sale of Series L Preferred Stock in the amount of $30,000 during the six months ended December 31, 2023.

### Off-Balance Sheet Arrangements

We currently have no off-balance sheet arrangements that have or are reasonably likely to have a current or future material effect on our financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources.

### Seasonality

We do not consider our business to be seasonal.

### Commitments and Contingencies

We are subject to the legal proceedings described in “Part II, Item 1. Legal Proceedings” of this report. There are no legal proceedings which are pending or have been threatened against us or any of our officers, directors or control persons of which management is aware.

### Inflation and Changing Prices

Neither inflation nor changing prices for the six months ended December 31, 2023 had a material impact on our operations.

## Controls and procedures

As filed, 2,438 characters.

### Evaluation of Disclosure Controls and Procedures

As of the end of the period covered by this Form 10-Q, management performed, with the participation of our principal executive officer and principal financial officer, an evaluation of the effectiveness of our disclosure controls and procedures as defined in Rules 13a-15(e) and 15d-15(e) of the Securities and Exchange Act of 1934, as amended (the “Exchange Act”). Our disclosure controls and procedures are designed to ensure that information required to be disclosed in the reports we file or submit under the Exchange Act is recorded, processed, summarized, and reported within the time periods specified in the SEC’s forms, and that such information is accumulated and communicated to our management, including our principal executive officer and principal financial officer, to allow timely decisions regarding required disclosures. Based on the evaluation, our principal executive officer and principal financial officer concluded that, as of December 31, 2023, our disclosure controls and procedures were not effective.

Due to resource constraints, material weaknesses are evident to management regarding our inability to generate all the necessary disclosure for inclusion in our filings with the Securities and Exchanges Commission, which is due to the lack of resources and segregation of duties. We lack sufficient personnel with the appropriate level of knowledge, experience and training in GAAP to meet the demands for a public company, including the accounting skills and understanding necessary to fulfill the requirements of GAAP-based reporting. This weakness causes us to not fully identify and resolve accounting and disclosure issues that could lead to a failure to perform timely internal control and reviews. In addition, the Company has not established an audit committee, does not have any independent outside directors on the Company’s Board of Directors, and lacks documentation of its internal control processes.

### Changes in Internal Control over Financial Reporting

There was no change to our internal controls or in other factors that could affect these controls during the period ended December 31, 2023 that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting. However, our Board is currently seeking to improve our controls and procedures to remediate the deficiency described above.

Filed Feb 6, 2024.
Source: SEC EDGAR, the filing index for accession 0001493152-24-005124. Last ingested by Listed: Oct 24, 2026, 15:01 ET. No prices; not investment advice.