10-K: Global Technologies Shifts Focus, Reports FY25 Loss Amid Restatement

Global Technologies, Ltd. reported a net loss of $342,681 for fiscal year 2025, driven by a strategic pivot to health technology and a restatement of prior year financials.

Summary

• Global Technologies, Ltd. (GTLL) reported a net loss of $342,681 for the fiscal year ended June 30, 2025, a decrease from a net income of $265,421 in the prior year.
• Revenue increased significantly by 200% to $3,139,008 in FY2025 from $1,057,685 in FY2024, primarily from its 10 Fold Services subsidiary.
• Net revenue, after shared revenue, grew 117% to $1,045,671 in FY2025 from $481,055 in FY2024.
• Operating income improved to $171,468 in FY2025 from an operating loss of $(211,984) in FY2024, driven by revenue growth.
• The company's financial statements for FY2024 were restated to correct errors related to the acquisition of GOe3, LLC, write-offs of prepaid deposits, property and equipment, intangible properties, and the calculation of derivative liability.
• Strategic shifts include the termination of the GOe3, LLC acquisition and the cessation of 10 Fold Services' GLP-1 related operations due to FDA regulatory changes.
• New subsidiaries, Primecare Supply, LLC (B2B pharmaceutical procurement) and GTLL Advisory Group, LLC (strategic consulting for health/wellness), are now core to the company's strategy, with Primecare Supply commencing operations in May 2025 and GTLL Advisory expected to start revenue generation in FY2026.
• The company has an accumulated deficit of $167,555,637 and a stockholders' deficiency of $1,153,279 as of June 30, 2025, raising substantial doubt about its ability to continue as a going concern.
• Cash on hand decreased to $68,108 at June 30, 2025, from $115,747 at June 30, 2024.
• The company needs to raise approximately $500,000 in additional capital to fund operations through June 30, 2026.
• Post-fiscal year, Global Technologies authorized and issued Series P Preferred Stock, raising $200,000 in cash from accredited investors.

Sentiment

Score: 3

Explanation: The company faces significant financial challenges, including a net loss, substantial accumulated deficit, negative working capital, and a going concern warning from its auditors. The restatement of prior financials and identified material weaknesses in internal controls highlight operational and governance issues. While revenue growth and a strategic pivot to health technology are positive, the immediate financial health and the need for significant capital raise overshadow these developments.

Positives

• Revenue increased significantly by 200% to $3,139,008 in fiscal year 2025 from $1,057,685 in fiscal year 2024.
• Net revenue, after shared revenue, grew 117% to $1,045,671 in fiscal year 2025 from $481,055 in fiscal year 2024.
• Operating income improved to $171,468 in fiscal year 2025, reversing an operating loss of $(211,984) in fiscal year 2024.
• The company successfully launched Primecare Supply, LLC, a B2B pharmaceutical procurement company, which management believes is a core growth engine with scalable infrastructure and recurring transaction-based revenue.
• GTLL Advisory Group, LLC was established to provide strategic consulting in the health and wellness sector, with revenue-generating operations expected in fiscal year 2026.
• The acquisition of GOe3, LLC was terminated and cancelled, allowing the company to reallocate resources to its core health technology and advisory services segments.
• The company raised $200,000 in cash through the issuance of 200,000 shares of Series P Preferred Stock in August 2025.
• Net cash provided by operating activities was $354,823 in FY2025, compared to net cash used of $(38,738) in FY2024.

Negatives

• Reported a net loss of $(342,681) for fiscal year 2025, a significant decline from a net income of $265,421 in fiscal year 2024.
• Accumulated deficit reached $167,555,637 and stockholders' deficiency was $1,153,279 as of June 30, 2025.
• Cash on hand decreased to $68,108 at June 30, 2025, from $115,747 at June 30, 2024.
• The company's independent registered public accounting firm expressed substantial doubt about its ability to continue as a going concern.
• Existing financial resources are insufficient to meet ongoing operating expenses, with only 6-9 months of funds available.
• The company needs to raise approximately $500,000 in additional capital to fund operations through June 30, 2026.
• 10 Fold Services, LLC ceased procurement operations in June 2025 due to changes in FDA regulations and the expiration of GLP-1 shortage allowance, and its future direction is undetermined.
• The company has material weaknesses and significant deficiencies in its internal control over financial reporting, including a lack of accounting expertise and inadequate segregation of duties.
• The FY2024 financial statements required restatement to correct multiple accounting errors, including the write-off of goodwill from the GOe3 acquisition and adjustments to derivative liability.
• The company has no patents or patents pending as of June 30, 2025.
• The company has only 2 full-time employees as of June 30, 2025.
• The company does not have a sufficient number of authorized but unissued shares to satisfy potential conversions of its outstanding convertible notes (up to 3,000,000,000 shares).

Risks

• Inability to remediate identified material weaknesses in internal control over financial reporting and disclosure controls and procedures.
• Failure to meet requirements of business acquisition agreements, potentially leading to loss of operating rights.
• Inability to secure additional financing in the near future to commence and sustain planned development and growth.
• Inability to attract, retain, and motivate qualified personnel, including employees, consultants, and contractors.
• Risks and uncertainties related to the various industries and operations currently engaged in.
• Uncertainty of profitability due to a history of losses.
• Risks related to environmental regulation and liability.
• Risks related to tax assessments.
• Negative effects from adverse general economic conditions, including softening global economies, wavering consumer confidence, and geopolitical conflicts.
• Conflicts of interest among officers and directors due to other business interests.
• Dependence on outside consultants/advisors who may not be available on reasonable terms.
• High costs and difficulties in meeting filing and internal control reporting requirements imposed by the SEC and Sarbanes-Oxley Act.
• Potential for additional litigation, including class action and stockholder derivative actions.
• Lack of adequate Directors & Officers (D&O) insurance, making it difficult to retain and attract talented directors and officers.
• Revocation of common stock registration could cease business opportunities and make stock untradable.
• Limitations on the ability to use net operating loss carry-forwards and other tax attributes due to potential ownership changes.
• Cybersecurity risks and failure to maintain the integrity of internal, partner, and consumer data.
• Deterioration in the domestic and international economic environment, including inflationary and recessionary conditions, impacting operating results, cash flow, and financial condition.
• Inability to make attractive acquisitions or successfully integrate acquired businesses, assets, or properties.
• Uncertain demand and evolving market conditions in the new, rapidly evolving, and highly competitive markets of Primecare Supply and GTLL Advisory.
• Significant regulatory and structural changes in the U.S. healthcare and wellness industries, increasing compliance costs or restricting product availability.
• Intense competition from well-established providers and emerging technology platforms in the health and wellness sectors.
• Dependence on the ability to demonstrate measurable results and build client trust for market adoption.
• Competitive and technological risks from new devices, data platforms, AI-driven business intelligence tools, and advanced supply-chain technologies.
• Risk of common stock being removed from the OTC Bulletin Board if reporting requirements are not met, severely affecting market liquidity.
• Restrictions on the use of Rule 144 for shell companies (though currently not classified as one).
• No anticipated future dividends, limiting return on investment to stock price appreciation.
• Authorization of preferred stock allows the Board to issue shares with superior rights, potentially diluting common stockholders.
• Volatility in the market price of common stock due to the company's status as a relatively unknown company with limited operating history and lack of profits.
• Significant dilution from future sales of shares under potential Securities Purchase Agreements.
• The low price of common stock negatively affects transaction costs and limits capital raising ability, and it is subject to U.S. Penny Stock Rules.
• Potential for immediate and further dilution from the issuance of additional Class A Common Stock and conversions of convertible notes.
• The OTC Pink Sheet market limits the liquidity and price of the common stock.
• FINRA sales practice requirements may limit stockholders' ability to buy and sell the stock.
• Reduced disclosure requirements as a smaller reporting company may make common stock less attractive to investors.

Future Outlook

Management expects GTLL Advisory Group, LLC to commence revenue-generating operations in fiscal year 2026. The company anticipates needing to raise approximately $500,000 in additional capital to fund operations through June 30, 2026, primarily for public company compliance and scaling its active subsidiaries. There is no assurance that sufficient funds will be raised or that the company will generate enough revenue to sustain operations.

Management Comments

• Management believes Primecare Supply represents a core growth engine for Global Technologies, Ltd., offering scalable infrastructure, recurring transaction-based revenue, and a technology-enabled compliance advantage in the expanding health and wellness market.
• Management expects GTLL Advisory to commence revenue-generating operations in fiscal year 2026 as part of Globals expanding health-technology and advisory services portfolio.
• Management believes the decision to unwind the acquisition [of GOe3] allowed Global to reallocate resources toward its core business segments in health technology, procurement, and strategic advisory services.
• Management believes Primecare Supplys competitive advantages lie in its diversified product offerings and the ease of use, transparency, and compliance provided through its proprietary Sinq Ops buying portal.
• Management recognizes the intensity of this competition [for GTLL Advisory] but believes GTLL Advisorys holistic, fiduciary-based approachfocused on solving real operational and financial challengesdifferentiates the Company from traditional marketing or coaching firms.
• Management believes that these material weaknesses [in internal controls] will remain until such time that the Company has the resources to increase the number of personnel committed to the performance of its financial duties that such weaknesses can be specifically addressed.
• Management believes the establishment of Primecare Supply positions the Company for sustainable growth and long-term value creation.

Industry Context

Global Technologies is strategically pivoting towards the health and wellness technology and services sectors, aligning with broader industry trends of digital transformation in healthcare and increasing demand for specialized advisory services. The cessation of 10 Fold Services' GLP-1 product promotion due to FDA regulatory changes highlights the dynamic and regulated nature of the pharmaceutical supply chain, emphasizing the need for robust compliance and adaptable business models. The company's focus on B2B procurement and strategic consulting for medical clinics and spas positions it in a competitive but growing market, where technology-driven efficiency and compliance are key differentiators.

Comparison to Industry Standards

• The company operates in highly competitive segments of the pharmaceutical distribution and procurement industry and professional services for medical spas and wellness clinics.
• Primecare Supply competes with fully licensed 503B pharmaceutical manufacturers and other third-party sales and distribution organizations. Its competitive advantages are stated as diversified product offerings, ease of use, transparency, and compliance through its Sinq Ops buying portal.
• GTLL Advisory competes with numerous consultants, coaches, and marketing firms. Its differentiator is a holistic, fiduciary-based approach focused on operational and financial challenges.
• The filing does not provide specific comparable companies, projects, or results to global benchmarks, making a direct quantitative comparison difficult. The company acknowledges that many competitors have stronger financial resources, broader client networks, and greater brand recognition.

Management Changes

Corporate Governance

Legal Proceedings

• The company is currently not a party to any material pending legal proceedings or government actions.
• Management is not aware of any known litigation or liabilities involving the operators of its properties that could affect operations.

Related Party Transactions

• On February 2, 2025, 125,000 shares of Series N Preferred Stock were issued to H. Wyatt Flippen, CEO, as per his Executive Employment Agreement.
• On June 26, 2024, 55,000 shares of Series N Preferred Stock were issued to Fredrick Cutcher, then CEO, as per the Share Exchange Agreement.
• On June 10, 2024, 10 shares of Series L Preferred Stock were issued to Fredrick Cutcher, then CEO, for services rendered.
• A loan payable to officers/directors of $100 as of June 30, 2025, related to opening a bank account for Primecare Supply, LLC.

Stakeholder Impact

• Shareholders: Face significant dilution risk from future capital raises and convertible note conversions. The stock is subject to penny stock rules and trades on the OTC Pink Sheet market, limiting liquidity. The going concern warning and internal control weaknesses pose substantial risks to investment value.
• Employees: The company has only 2 full-time employees, indicating a small operational footprint. Management emphasizes attracting and retaining talent, and fostering a diverse and inclusive culture.
• Customers (Primecare Supply, GTLL Advisory): Primecare Supply aims to streamline pharmaceutical supply chains for medical clinics, offering secure and compliant workflows. GTLL Advisory seeks to provide business transformation services to medical spas and wellness clinics. Success depends on demonstrating value and building trust.
• Suppliers (503B pharmaceutical manufacturers): Primecare Supply connects these manufacturers with clinics, facilitating transactions. Regulatory changes (e.g., GLP-1) can impact these relationships and product availability.
• Creditors: The company has outstanding convertible notes and loans, some past maturity. The going concern uncertainty and need for additional capital pose risks to timely repayment.

Next Steps

• Remediate identified material weaknesses in internal control over financial reporting and disclosure controls and procedures.
• Secure approximately $500,000 in additional financing to fund operations through June 30, 2026.
• Scale the operations of Primecare Supply, LLC and GTLL Advisory Group, LLC.
• GTLL Advisory Group, LLC is expected to commence revenue-generating operations in fiscal year 2026.
• The company intends to appoint new independent directors during the current fiscal year.
• The company may need to file an Amendment to its Articles of Incorporation to increase authorized shares or effect a reverse stock split to satisfy potential convertible note conversions.

Key Dates

Recommendation

The company faces severe financial distress, evidenced by a substantial accumulated deficit, negative working capital, and an explicit "going concern" warning from its auditors. The need to raise $500,000 within the next year to sustain operations, coupled with a history of losses and material weaknesses in internal financial controls, indicates a high probability of further financial instability and potential failure. The restatement of prior financial statements further erodes confidence in financial reporting. While there's a strategic pivot and some revenue growth, these are overshadowed by fundamental solvency issues and significant dilution risks from potential future capital raises and convertible note conversions. The stock's penny stock status and OTC Pink Sheet listing already imply low liquidity and high risk. For a seasoned investor, these factors collectively point to an extremely high-risk investment with a strong likelihood of capital loss.

Keywords

Global Technologies, GTLL, SEC Filing, 10-K, Annual Report, Financial Results, Health Technology, Pharmaceutical Procurement, B2B, Sinq Ops, GTLL Advisory Group, Wellness Clinics, Medical Spas, Corporate Governance, Risk Factors, Going Concern, Restatement, Preferred Stock, Convertible Notes, Capital Raise, FDA Regulations, GLP-1, EV Charging, Acquisition Termination, Internal Controls, Cybersecurity