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 UNITED
STATES

 SECURITIES
AND EXCHANGE COMMISSION

 WASHINGTON,
D.C. 20549

 FORM

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

 For
the fiscal year ended June 30, 2023

 or

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

 For
the transition period from _____to _____

 Commission
File Number: 000-25668

 (Exact
name of registrant as specified in its charter)

 Delaware

 86-0970492

 (State
 or other jurisdiction

 of
 incorporation)

 (IRS
 Employer

 Identification
 No.)

 Campus Drive Suite

 Parsippany,
 NJ

 07054

 (Address
 of principal executive offices)

 (Zip
 Code)

 Registrant's
telephone number, including area code: (973) 233-5151

 A
Registered Agent, Inc.

The Green, Suite A

 Dover,
DE 19901

 (302)
288-0670

 (Name,
address, including zip code, and telephone number, including area code, of agent for service)

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

 Title
 of each class

 Trading
 Symbol(s)

 Name
 of each exchange on which registered

 Stock, $0.0001 par value per share

 GTLL

 OTC
 Markets "PINK"

by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.

by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Exchange Act.

by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or Section 15(d) of the Securities
Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports),
and (2) has been subject to such filing requirements for the past 90 days.

by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule
405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant
was required to submit such files).

by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting
company, or an emerging growth company. See the definitions of "large accelerated filer," "accelerated filer"
"smaller reporting company," and "emerging growth company" in Rule 12b-2 of the Exchange Act.

 Large
 accelerated filer

 Accelerated
 filer

 Non-accelerated
 filer

 Smaller
 Reporting Company

 Emerging
 Growth Company

 If
an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying
with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.

by check mark whether the registrant has filed a report on and attestation to its management's assessment of the effectiveness
of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered
public accounting firm that prepared or issued its audit report.

 If securities
are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included
in the filing reflect the correction of an error to previously issued financial statements.

 Indicate by check mark
whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by
any of the registrant's executive officers during the relevant recovery period pursuant to §240.10D-1(b).

by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).

 The
aggregate market value on December 31, 2022 (the last business day of the Company's most recently completed second quarter) of
the voting common stock held by non-affiliates of the registrant, computed by reference to the closing price of the stock on that date,
was approximately $ 1,448,844. The registrant does not have non-voting common stock outstanding.

 As
of December 27, 2023, there were 14,688,440,097
shares of the registrant's Class A common stock outstanding.

 Cautionary
Note Regarding Forward Looking Statements

 This
annual report contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of
the Securities Exchange Act of 1934. The words "believe," "expect," "anticipate," "intend,"
"estimate," "may," "should," "could," "will," "plan," "future,"
"continue, "and other expressions that are predictions of or indicate future events and trends and that do not relate to
historical matters identify forward-looking statements. These forward-looking statements are based largely on our expectations or forecasts
of future events, can be affected by inaccurate assumptions, and are subject to various business risks and known and unknown uncertainties,
a number of which are beyond our control. Therefore, actual results could differ materially from the forward-looking statements contained
in this document, and readers are cautioned not to place undue reliance on such forward-looking statements. We undertake no obligation
to publicly update or revise any forward-looking statements, whether as a result of new information, future events or otherwise. A wide
variety of factors could cause or contribute to such differences and could adversely impact revenues, profitability, cash flows and capital
needs. There can be no assurance that the forward-looking statements contained in this document will, in fact, transpire or prove to
be accurate. These statements are only predictions and involve known and unknown risks, uncertainties and other factors, including the
risks in the section entitled "Risk Factors" that may cause our or our industry's actual results, levels of activity,
performance or achievements to be materially different from any future results, levels of activity, performance or achievements expressed
or implied by any forward-looking statements.

 Important
factors that may cause the actual results to differ from the forward-looking statements, projections or other expectations include, but
are not limited to, the following:

 risk
 that we will not be able to remediate identified material weaknesses in our internal control over financial reporting and disclosure
 controls and procedures;

 risk
 that we fail to meet the requirements of the agreements under which we acquired our business interests, including any cash payments
 to the business operations, which could result in the loss of our right to continue to operate or develop the specific businesses
 described in the agreements;

 risk
 that we will be unable to secure additional financing in the near future in order to commence and sustain our planned development
 and growth plans;

 risk
 that we cannot attract, retain and motivate qualified personnel, particularly employees, consultants and contractors for our operations;

 risks
 and uncertainties relating to the various industries and operations we are currently engaged in;

 results
 of initial feasibility, pre-feasibility and feasibility studies, and the possibility that future growth, development or expansion
 will not be consistent with our expectations;

 risks
 related to the inherent uncertainty of business operations including profit, cost of goods, production costs and cost estimates and
 the potential for unexpected costs and expenses;

 risks
 related to commodity price fluctuations;

 the
 uncertainty of profitability based upon our history of losses;

 risks
 related to failure to obtain adequate financing on a timely basis and on acceptable terms for our planned development projects;

 risks
 related to environmental regulation and liability;

 risks
 related to tax assessments; or

 other
 risks and uncertainties related to our prospects, properties and business strategy.

 Although
we believe that the expectations reflected in the forward-looking statements are reasonable, we cannot guarantee future results, levels
of activity, performance or achievements. You should not place undue reliance on these forward-looking statements, which speak only as
of the date of this report. Except as required by law, we do not undertake to update or revise any of the forward-looking statements
to conform these statements to actual results, whether as a result of new information, future events or otherwise.

 OTHER
PERTINENT INFORMATION

 As
used in this annual report, "Global Technologies," the "Company," "we," "us," or "our"
refer to Global Technologies, Ltd, a Delaware corporation, and all of its subsidiaries, unless otherwise indicated.

 USE
OF MARKET AND INDUSTRY DATA

 This
Annual Report on Form 10-K includes market and industry data that we have obtained from third-party sources, including industry publications,
as well as industry data prepared by our management on the basis of its knowledge of and experience in the industries in which we operate
(including our management's estimates and assumptions relating to such industries based on that knowledge). Management has developed
its knowledge of such industries through its experience and participation in these industries. While our management believes the third-party
sources referred to in this Annual Report on Form 10-K are reliable, neither we nor our management have independently verified any of
the data from such sources referred to in this Annual Report on Form 10-K or ascertained the underlying economic assumptions relied upon
by such sources. Furthermore, internally prepared and third-party market prospective information, in particular, are estimates only and
there will usually be differences between the prospective and actual results, because events and circumstances frequently do not occur
as expected, and those differences may be material. Also, references in this Annual Report on Form 10-K to any publications, reports,
surveys or articles prepared by third parties should not be construed as depicting the complete findings of the entire publication, report,
survey or article. The information in any such publication, report, survey or article is not incorporated by reference in this Annual
Report on Form 10-K.

 TABLE
OF CONTENTS

 PAGE

 PART
 I

 Item
 1.

 Business

 Item
 1A.

 Risk
 Factors

 Item
 1B.

 Unresolved
 Staff Comments

 Item
 2.

 Properties

 Item
 3.

 Legal
 Proceedings

 Item
 4.

 Mine
 Safety Disclosures

 PART
 II

 Item
 5.

 Market
 for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities

 Item
 6.

 Selected
 Financial Data

 Item
 7.

 Management's
 Discussion and Analysis of Financial Condition and Results of Operations

 Item
 7A.

 Quantitative
 and Qualitative Disclosures about Market Risk

 Item
 8.

 Financial
 Statements and Supplementary Data

 Item
 9.

 Changes in and Disagreements with Accountants on Accounting and Financial Disclosures

 Item
 9A.

 Controls and Procedures

 Item
 9B.

 Other Information

 Item
 10.

 Directors, Executive Officers and Corporate Governance

 Item
 11.

 Executive Compensation

 Item
 12.

 Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters

 Item
 13.

 Certain Relationships and Related Transactions, and Director Independence

 Item
 14.

 Principal Accounting Fees and Services

 PART
 IV

 Item
 15.

 Exhibits

 Signatures

 PART
I

 Item
1. Business.

 Overview

Technologies, Ltd 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.
Our website address is www.globaltechnologiesltd.info. The information provided on our website is not part of this Annual Report
and is therefore not incorporated by reference unless such information is otherwise specifically referenced elsewhere in this Annual
Report.

 Current
Operations

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:

 Fox
Trott Tango, LLC Acquisition

 On
June 20, 2023, the Company (the "Buyer") and TXC Services, LLC ("Seller")
(together, the "Parties") entered into a Membership Interest Purchase Agreement ("MIPA") for the purchase of
all 2,500,000 issued and outstanding Membership Units ("Membership Units") of Fox Trot Tango, LLC ("FTT"), a
Delaware limited liability company.

 Subsequent to year end
(July 25, 2023), the Parties entered into an Amended and Restated Membership Interest Purchase Agreement, Assignment, Secured Convertible
Note, Securities Purchase Agreement and a Security Agreement and Pledge of Membership Units. In addition, the Company executed a Guaranty
Agreement for the benefit of TK Management Services, LLC.

 On
this same date, the Company's new wholly owned subsidiary, FTT, executed a Deed to Secure Debt in favor of the Seller.

and Restated Membership Interest Purchase Agreement ("Amended MIPA")

 The
purchase price for the purchase of all Membership Units was $6,500,000 payable from the Buyer to the Seller as follows:

 (a)
Buyer's assumption of a certain promissory note in favor of TK Management Services, Inc. ("TK"), in the principal amount
of $1,500,000 dated January 6, 2022 ("TK Secured Note") secured by the Property as collateral, pursuant to a certain Deed
to Secure Debt, Assignment of Leases and Rents, Security Agreement, Financing Statement and Fixture Filing ("TK Security Deed")
and other liabilities; and

 (b)
The issuance of a Secured Convertible Note, in the principal amount of $1,600,000, in favor of Seller ("Seller Secured Note")
and Securities Purchase Agreement ("Seller SPA"), secured by the Property as collateral, pursuant to a certain Deed to Secure
Debt, Assignment of Leases and Rents, Security Agreement, Financing Statement and Fixture Filing ("Seller Security Deed"),
subordinate to the TK Security Deed and by the Purchased Interest; and

 (c)
Earn-Out Lease Milestones. Seller shall receive up to Six Hundred and Eighty (680) shares of Series L Preferred Stock ("Series
L Preferred") valued at up to $3,400,000, based on the following earn-out lease milestones:

 (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; and

 (iv)

 Lease
 of 100% of the Property, Seller shall receive 100% of the Series L Preferred.

 In
the event that the Buyer is in default under this Agreement, or any of the Transaction Documents including, but not limited to, the assumption
and guaranty of the TK Secured Note, the TK Security Deed, the Seller Secured Note, Seller SPA, the Seller Security Deed or if Buyer
fails to issue to Seller duly authorized the Series L Preferred, the Seller shall have the right to exercise any and all remedies under
the this Agreement and the other Transaction Documents, including, but not limited to, exercising its right to receive a return of the
Purchased Interest pursuant to an assignment from Buyer, without recourse by the Buyer, in accordance with the Collateral Assignment.

Purchase Agreement ("Seller SPA")

 On
July 25, 2023, the Company and TXC Services, LLC entered into the Seller SPA for the issuance and
sale of a Secured Convertible Note with an initial principal amount of $1,600,000 (the "Seller Secured Note").

 The
Securities Purchase Agreement provides for the purchase by the Investor and the sale by the Company of the Seller
Secured Note. The Securities Purchase Agreement contains representations and warranties of the Company and the Investor that are
typical for transactions of this type. The representations and warranties made by the Company in the Securities Purchase Agreement are
qualified by reference to certain exceptions contained in disclosure schedules delivered to the Investor. Accordingly, the representations
and warranties contained in the Securities Purchase Agreement should not be relied upon by third parties who have not reviewed those
disclosure schedules and the documentation surrounding the transaction as a whole.

 The
Securities Purchase Agreement also obligates the Company to indemnify the Investor for certain losses resulting from (1) any misrepresentation
or breach of any representation or warranty made by the Company or any subsidiary of the Company, (2) any breach of any obligation of
the Company or, any subsidiary of the Company, of the Securities Purchase Agreement or any agreements and instruments entered into or
connection with the Securities Purchase Agreement and (3) certain third party claims.

Convertible Note ("Seller Secured Note")

 On
July 25, 2023, the Company and FTT (collectively, 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, and bears interest at 6% per annum. Any Principal Amount or interest on
this Seller Secured Note which is not paid when due shall bear interest at the rate of eighteen percent (18%) per annum from the due
date thereof until the same is paid ("Default Interest").

 The
Seller Secured Note is convertible, in whole or in part,
at any time and from time to time before maturity at the option of the Holder. The per share conversion price into which Principal Amount
and interest (including any Default Interest) under this Seller Secured Note shall be convertible into shares of Common Stock hereunder
shall be 100% multiplied by the Market Price (as defined herein) subject to adjustment as described herein ("Conversion Price").
"Market Price" means the lowest one (1) Trading Price (as defined below) for the Common Stock during the three (3) Trading
Day period ending on the last complete Trading Day prior to the Conversion Date subject to adjustment as provided in this Seller Secured
Note. The Seller Secured Note 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.

 The
Seller Secured Note will impose penalties on the Company for any failure to timely deliver any shares of its Common Stock issuable upon
conversion.

 The
Seller Secured Note will contain events of default that are typical for transactions of this type, as well as the following events:

 the
 failure to issue Conversion Shares registered with the SEC or pursuant an exemption of the applicable Registration Statement in accordance
 with Regulation A. from and after the Public Company Date, the suspension from trading or the failure of the Common Stock to be trading
 or listed (as applicable) on an Eligible Market for a period of five (5) consecutive Trading Days;

 except
 to the extent the Company is in compliance with Section 9(b), at any time following the tenth (10th) consecutive day that the Holder's
 Authorized Share Allocation (as defined in Section 9(a)) is less than 200% of the sum of (A) the number of shares of Common Stock
 that the Holder would be entitled to receive upon a conversion of the full Conversion Amount of this Note (without regard to any
 limitations on conversion set forth in Section 3(d) or otherwise;

 the Company's (A) failure to cure a Conversion Failure or a
Delivery Failure by delivery of the required number of shares of Common Stock within five (5) Trading Days after the applicable Conversion
Date or Exercise Date) (as the case may be) or (B) written notice to any holder of the Notes, including, without limitation, by way of
public announcement or through any of its agents and such notice of such Company's agent is not withdrawn by the Company within
one (1) Trading Day, at any time, of its intention not to comply, as required, with a request for conversion of any Notes into shares
of Common Stock that is requested in accordance with the provisions of the Notes, other than pursuant to Section 3(d);

 the Company's, any Guarantor or any Subsidiary's failure to
pay to the Holder any amount of Principal, Interest, Late Charges or other amounts when and as due under this Note (including, without
limitation, the Company's, any Guarantor's or any Subsidiary's failure to pay any redemption payments or amounts hereunder)
or any other Transaction Document or any other agreement, document, certificate or other instrument delivered in connection with the transactions
contemplated hereby and thereby, and such failure remains uncured for a period of at least five (5) Trading Days;

 the Company fails to remove any restrictive legend on any certificate or
any shares of Common Stock issued to the Holder upon conversion or exercise (as the case may be) of any Securities (as defined in the
Securities Purchase Agreement) acquired by the Holder under the Securities Purchase Agreement (including this Note) as and when required
by such Securities or the Securities Purchase Agreement, unless otherwise then prohibited by applicable federal securities laws, and any
such failure remains uncured for at least five (5) Trading Days;

 the
 occurrence of any default under, redemption of or acceleration prior to maturity of any indebtedness of the Company or a subsidiary;

 the
 invalidity of any material provision of the Security Documents or if the enforceability of validity of any material provision of
 the Security Documents is contested by the Company;

 the
 failure of the Security Documents to perfect or maintain the Investor's first priority security interest; and

 the
 failure to comply with certain covenants of the Seller Secured Note.

 The
Seller Secured Note will contain a variety of covenants on the part of Company that are typical for transactions of this type, as well
as the following covenants:

 the
 Company will not incur other indebtedness, except for certain permitted indebtedness;

 the
 Company will not incur any liens, except for certain permitted liens;

 the
 Company will not, directly or indirectly, redeem or repay all or any portion of any permitted indebtedness if at the time such payment
 is due or is made or, after giving effect to such payment, an event constituting, or that with the passage of time and without being
 cured would constitute, an event of default has occurred and is continuing; and

 the
 Company will not redeem, repurchase or pay any dividend or distribution on its Common Stock or any other capital stock in
 accordance with section 13.e. of the Secured Convertible Note Agreement: ", except that any such cash dividend or capital may
 be paid to the Company or a Guarantor."

Promissory Note between Fox Trot Tango, LLC and TK Management Services, LLC ("TK Secured Note")

 On
January 6, 2023, Fox Trot Tango, LLC (the "Borrower") issued the TK Secured Note to TK Management Services, LLC (the "Lender")
in the principal amount of 1,500,000. The TK Secured Note accrues interest at 12% per annum and matures in one year, January 6, 2024
(the "Maturity Date"). In the event of default, the TK Secured Note shall accrue interest at 12% per annum. At Closing, the
Borrower prepaid six months of interest and a $15,000 origination fee. Monthly payments of $15,000 begin on August 6, 2023, with a balloon
payment due at the Maturity Date.

 The
TK Secured Note and the Secured Indebtedness are secured by the TK Security Deed. In the event of default, the Lender shall have all
of the rights and remedies reserved in the TK Security Deed and other loan documents and shall have full recourse to the Real Property
and other collateral.

 Guaranty
Agreement between the Company and TK Management Services, LLC

Technologies, Ltd ("Guarantor") agreed to assume and guaranty all liabilities and obligations under the TK Secured Note and
TK Security Deed previously executed by its new wholly owned subsidiary, Fox Trot Tango, LLC ("Borrower").

 Guarantor
hereby unconditionally and irrevocably waives any right to revoke this Guaranty and acknowledges that this Guaranty is continuing in
nature and applies to all presently existing and future Guaranteed Obligations.

 Security
Agreement and Pledge of Membership interest between the Company and TXC Services, LLC

Technologies, Ltd ("Pledgor") has agreed to grant to TXC Services, LLC ("Pledgee") a security interest (the "Security
Interest") in and to all of its right, title and ownership interest in and to the Interests whether derived under the Certificate
of Formation, the Operating Agreement, or otherwise, including, the Pledgor's status as a Member of Fox Trot Tango, LLC ("FTT"),
and the Pledgor's right to participate in the management of the business and affairs of FTT ("Collateral") to secure
all liabilities and obligations of Pledgor to Pledgee.

 To
secure the complete and timely satisfaction of all liabilities, indebtedness and obligations of Pledgor to Pledgee under the Transaction
Documents (collectively, the "Obligations") pertaining to the Amended MIPA, the Pledgor herewith pledges, delivers, and assigns
to the Pledgee and grants a first lien and security interest in favor of the Pledgee in and to the Interest (including Pledgor Total
Rights in the Company). Provided there is not an Event of Default (as defined below), the aforesaid pledge shall be released within five
(5) days after the date when the Pledgor and Company) have performed all Obligations under the Transaction Documents.

 The
Pledgor does hereby appoint Pledgee or its assignee, as Pledgor's true and lawful attorney and in its name, place and stead, upon
the occurrence of an Event of Default to cause the Interests to be transferred on the books of FTT to the name of Pledgee or to such
other party as is designated by Pledgee. In furtherance of the preceding, Pledgor has delivered to Pledgee the Assignment of Member's
Interests, which instrument Pledgee shall hold in escrow and shall be entitled to (but not obligated to) release from escrow upon the
occurrence of an Event of Default under any of the Transaction Documents.

 An Event of Default under this
Pledge shall include:

 (a) The non-compliance or non-performance
of the Company or Pledgor, under or of any term or condition when compliance or performance would otherwise be due under any Transaction
Document.

 (b) The adjudication of Pledgor
or the Company as bankrupt or insolvent, or entry of any order, remaining unstayed by appeal or otherwise for ten (10) days, appointing
a receiver or trustee for the Pledgor or the Company or for all or any of Pledgor's or the Company's assets, or the filing
by or against the Pledgor or the Company of a petition seeking any of the foregoing or consenting thereto, or the filing of a petition
to take advantage of any debtors' act, or making a general assignment for the benefit of creditors or admitting in writing inability
to pay debts as they mature.

 (c) The dissolution of the Pledgor and the failure of the successor owner
of such Pledgor's Interests to execute a joinder to this Pledge with five (5) business days after transfer of such Interests to
such successor.

 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 move forward with 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, labelling 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 labelling 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

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, LLC

 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, fulfilment and drop-ship capabilities, retail distribution and customer service. MOM's website can
be found at www.marketsonmain.com.

 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.

 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.

 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. As the Company elected to terminate the Share Exchange Agreement with Tersus Power, Inc. (Nevada), it does not anticipate
any operations under its wholly owned subsidiary.

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

 During
the three months ended March 31, 2023, the Company received notification from FINRA that the proposed corporate action submission, as
noted within the Tersus Power Share Exchange Agreement, had passed the allotted time for the corporate action to become effective. The
Company is in the process of refiling the same corporate action. The delay on the corporate action becoming effective has required Tersus
Power to seek alternate financing and to reevaluate its business plan. On May 24, 2023, the Company notified Tersus Power that it has
elected to terminate the Exchange Agreement as per section 5.1(a)(iv). Please see NOTE F – NOTE RECEIVABLE for further information.

 Consulting
Services

 On January 12, 2022, the
Company entered into a Fee Agreement (the "Agreement") for the preparation of a registration statement on Form 1-A and all
follow up correspondence with the appropriate regulatory agencies. The Company was fully compensated for its services during the period
ended March 31, 2022 and has fulfilled its obligations under the Agreement.

 On February 1, 2022, the
Company entered into a Letter Agreement (the "Agreement") with Donohoe Advisory Services, Inc. ("Donohoe") to
provide assistance to the Company in support of the Company's efforts to obtain a listing on a national securities exchange. Under
the terms of the Agreement, the Company shall pay Donohoe an initial retainer in the amount of $17,500 and if successful a "success
fee" in the amount of $10,000 in cash or registered shares of common stock. During the three months ended September 30, 2022,
the Company requested and received the balance of the retainer as it does not anticipate requiring any additional assistance from Donohoe.

 On February 5, 2022, the
Company entered into a Fee Agreement (the "Agreement") for the preparation of a registration statement on Form 1-A and all
follow up correspondence with the appropriate regulatory agencies. As of June 30, 2023, the Company has initiated the work to be completed
under the Agreement but is awaiting additional information from its client.

 Research
and development

 For
the years ended June 30, 2023 and 2022, we had $0 and $0 research and development costs, respectively.

 Employees

 Currently,
Global Technologies has one full-time employee. We intend on
retaining additional officers, ancillary staff and consultants during the fiscal year ended June 30, 2024.

 Potential
Future Acquisitions

 In
implementing a structure for a particular business acquisition, we may become a party to a merger, consolidation, reorganization, joint
venture, or licensing agreement with another company or entity. We may also acquire stock or assets of an existing business. Upon consummation
of a transaction, it is probable that our present management and stockholders will no longer be in control of us. In addition, our sole
director may, as part of the terms of the acquisition transaction, resign and be replaced by new directors without a vote of our stockholders,
or sell his stock in us. Any such sale will only be made in compliance with the securities laws of the United States and any applicable
state.

 It
is anticipated that any securities issued in any such acquisition would be issued in reliance upon exemption from registration under
application federal and state securities laws. In some circumstances, as a negotiated element of the transaction, we may agree to register
all or a part of such securities immediately after the transaction is consummated or at specified times thereafter. If such registration
occurs, it will be undertaken by the surviving entity after it has successfully consummated a merger or acquisition and is no longer
considered an inactive company.

 The
issuance of substantial additional securities and their potential sale into any trading market which may develop in our securities may
have a depressive effect on the value of our securities in the future. There is no assurance that such a trading market will develop.

 While
the actual terms of a transaction cannot be predicted, it is expected that the parties to any business transaction will find it desirable
to avoid the creation of a taxable event and thereby structure the business transaction in a so-called "tax-free" reorganization
under Sections 368(a)(1) or 351 of the Internal Revenue Code (the "Code"). In order to obtain tax-free treatment under the
Code, it may be necessary for the owner of the acquired business to own 80% or more of the voting stock of the surviving entity. In such
event, our stockholders would retain less than 20% of the issued and outstanding shares of the surviving entity. This would result in
significant dilution in the equity of our stockholders.

 As
part of our investigation, we expect to meet personally with management and key personnel, visit and inspect material facilities, obtain
independent analysis of verification of certain information provided, check references of management and key personnel, and take other
reasonable investigative measures, to the extent of our limited financial resources and management expertise. The manner in which we
participate in an opportunity will depend on the nature of the opportunity, the respective needs and desires of both parties, and the
management of the opportunity.

 With
respect to any merger or acquisition, and depending upon, among other things, the target company's assets and liabilities, our
stockholders will in all likelihood hold a substantially lesser percentage ownership interest in us following any merger or acquisition.
The percentage ownership may be subject to significant reduction in the event we acquire a target company with assets and expectations
of growth. Any merger or acquisition can be expected to have a significant dilutive effect on the percentage of shares held by our stockholders.

 We
will participate in a business opportunity only after the negotiation and execution of appropriate written business agreements. Although
the terms of such agreements cannot be predicted, generally we anticipate that such agreements will (i) require specific representations
and warranties by all of the parties; (ii) specify certain events of default; (iii) detail the terms of closing and the conditions which
must be satisfied by each of the parties prior to and after such closing; (iv) outline the manner of bearing costs, including costs associated
with the Company's attorneys and accountants; (v) set forth remedies on defaults; and (vi) include miscellaneous other terms.

 As
stated above, we will not acquire or merge with any entity which cannot provide independent audited financial statements within a reasonable
period of time after closing of the proposed transaction. If such audited financial statements are not available at closing, or within
time parameters necessary to ensure our compliance within the requirements of the 1934 Act, or if the audited financial statements provided
do not conform to the representations made by that business to be acquired, the definitive closing documents will provide that the proposed
transaction will be voidable, at the discretion of our present management. If such transaction is voided, the definitive closing documents
will also contain a provision providing for reimbursement for our costs associated with the proposed transaction.

 There
are no guarantees that we will be successful in Closing any additional acquisitions or mergers.

 Competition

 We
believe we are an insignificant participant among the firms which engage in the acquisition of business opportunities. There are
many established venture capital and financial concerns that have significantly greater financial and personnel resources and
technical expertise than we have. In view of our limited financial resources and limited management availability, we will continue
to be at a significant competitive disadvantage compared to our competitors.

 In
reference to our subsidiary 911 Help Now ("911"), the Personal Emergency Response marketplace
is a large and fragmented market, which has many competitors with larger financial resources than us. Our differentiating factor in this
space is our no monthly fee sales model. 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.

 In
reference to our subsidiary HMNRTH ("HMNRTH"), the
market for the sale of CBD-based products is fragmented and intensely competitive. Currently, in the United States, we do not believe
that there are any businesses that can demonstrate or claim a dominant market share of the growing CBD products market. Our competitors
in the retail location sales of CBD-based products include Green Roads, PlusCBD, and Select CBD, and in the digital space include Diamond
CBD, CBDistillery, and Lazarus Natural. We expect that the quantity and composition of the competitive environment will continue to evolve
as the industry matures and new customers enter the marketplace. 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 move forward with any of the options and there is no guarantee
that we will be able to raise the required funds.

 In
reference to our newly formed business operation through our subsidiary Markets on Main ("MOM"), the Company's goal
is to become a leader in sales and distribution of entrepreneur driven products, in a highly competitive industry. We compete with companies
from all industries, some of which have substantially more resources, stronger name recognition, and longer operating histories than
us, and which benefit from greater economies of scale.

 We
target products that leverage some sort of intellectual property that we may own or license from the entrepreneurs. Under the Company's
business plan, we anticipate that certain of our licensors will have reserved the right to manufacture, distribute and sell similar or
identical products. Some of these products could directly compete with our products and could be sold to our customers or directly to
consumers at lower prices than those at which our products are sold. Our competitors for MOM include Funko, Inc. and other dropship entities.

 Investment
Company Act 1940

 Although
we will be subject to regulation under the Securities Act of 1933, as amended, and the 1934 Act, we believe we will not be subject to
regulation under the Investment Company Act of 1940 (the "1940 Act") insofar as we will not be engaged in the business of
investing or trading in securities. In the event we engage in business combinations that result in us holding passive investment interests
in a number of entities, we could be subject to regulation under the 1940 Act. In such event, we would be required to register as an
investment company and incur significant registration and compliance costs. We have obtained no formal determination from the SEC as
to our status under the 1940 Act and, consequently, any violation of the 1940 Act would subject us to material adverse consequences.
We believe that, currently, we are exempt under Regulation 3a-2 of the 1940 Act.

 Intellectual
Property

 We
own no intellectual property.

 Corporate
Information

 Our principal executive office is located at 8 Campus Drive, Suite 105
Parsippany, New Jersey 07054 and our telephone number is (973) 233-5151. Our website address is www.globaltechnologiesltd.info.

 Available
Information

 Our
website, www.globaltechnologiesltd.info, provides access, without charge, to our annual report on Form 10-K, quarterly reports
on Form 10-Q, current reports on Form 8-K, and all amendments to those reports as soon as reasonably practicable after such material
is electronically filed with the Securities and Exchange Commission ("SEC"). The information provided on our website is not
part of this Annual Report and is therefore not incorporated by reference unless such information is otherwise specifically referenced
elsewhere in this Annual Report. The SEC also maintains a website at www.sec.gov that contains reports, proxy and information statements,
and other information regarding our company that we file electronically with the SEC.

 Item
1A. Risk Factors.

 You
should carefully consider the risks described below and other information in this prospectus, including the financial statements and
related notes that appear at the end of this prospectus, before deciding to invest in our securities. These risks should be considered
in conjunction with any other information included herein, including in conjunction with forward-looking statements made herein. If any
of the following risks actually occur, they could materially adversely affect our business, financial condition, operating results or
prospects. Additional risks and uncertainties that we do not presently know or that we currently deem immaterial may also impair our
business, financial condition, operating results and prospects.

 Risks
Relating to Our Company

 We
have incurred significant losses and anticipate future losses.

 As
of June 30, 2023, we had an accumulated deficit of $167,478,377 and a stockholders' deficit of approximately $4,528,007.

 Future
losses are likely to occur as, until we are able to merge with another entity with experienced management and opportunities for growth
in return for shares of our common stock to create value for our shareholders as we have no sources of income to meet our operating expenses.
As a result of these, among other factors, we received from our registered independent public accountants in their report for the financial
statements for the years ended June 30, 2023 and 2022, an explanatory paragraph stating that there is substantial doubt about our ability
to continue as a going concern.

 Our
existing financial resources are insufficient to meet our ongoing operating expenses.

 We
have no sources of income at this time and no existing cash balances to meet our ongoing operating expenses. In the short term, unless
we are able to raise additional debt and/or equity we shall be unable to meet our ongoing operating expenses. On a longer-term basis,
we intend to raise the debt and/or equity to meet our ongoing operating expenses and merge with another entity with experienced management
and opportunities for growth in return for shares of our common stock to create value for our shareholders. There can be no assurance
that this series of events will be successfully completed.

 Scarcity
of, and competition for, business opportunities and combinations.

 We
believe we are an insignificant participant among the firms which engage in the acquisition of business opportunities. There are many
established venture capital and financial concerns that have significantly greater financial and personnel resources and technical expertise
than we have. Nearly all such entities have significantly greater financial resources, technical expertise and managerial capabilities
than us and, consequently, we will be at a competitive disadvantage in identifying possible business opportunities and successfully completing
a business combination. Moreover, we will also compete in seeking merger or acquisition candidates with numerous other small public companies.
In view of our limited financial resources and limited management availability, we will continue to be at a significant competitive disadvantage
compared to our competitors.

 We
may be negatively affected by adverse general economic conditions.

 Current
conditions in domestic and global economies are extremely uncertain. Adverse changes may occur as a result of softening global economies,
wavering consumer confidence caused by the threat of terrorism and war, and other factors capable of affecting economic conditions. Such
changes could have a material adverse effect on our business, financial condition, and results of operations.

 Because our former sole officer and director
controls our voting activities, he may cause us to act in a manner that is most beneficial to himself and not to other shareholders which
could cause us not to take actions that outside investors might view favorably.

 Our former sole officer and director, has voting authority
for approximately ninety percent (90%) of our outstanding voting stock. As a result, he effectively controls all matters requiring
stockholder approval, including the election of directors, the approval of significant corporate transactions, such as mergers and related
party transactions. These insiders also have the ability to delay or perhaps even block, by their ownership of our stock, an unsolicited
tender offer. This concentration of ownership could have the effect of delaying, deterring or preventing a change in control of our company
that you might view favorably.

 Our sole officer and director may have conflicts
of interest which may not be resolved favorably to us.

 Certain conflicts of interest may exist between our
sole director and us. Our sole officer and director has other business interests to which he devotes his attention and may be expected
to continue to do so although management time should be devoted to our business. As a result, conflicts of interest may arise that can
be resolved only through exercise of such judgment as is consistent with fiduciary duties to us. See "Directors and Executive Officers"
(page 42 below).

 We
may depend upon outside consultants/advisors; who may not be available on reasonable terms and as needed.

 To
supplement the business experience of our officers and directors, we may be required to employ accountants, technical experts, appraisers,
attorneys, or other consultants or advisors. Our Board, without any input from stockholders, will make the selection of any such advisors.
Furthermore, it is anticipated that such persons may be engaged on an "as needed" basis without a continuing fiduciary or
other obligation to us. In the event we consider it necessary to hire outside advisors, we may elect to hire persons who are affiliates,
if they are able to provide the required services.

 We
may not be able to meet the filing and internal control reporting requirements imposed by the Securities and Exchange Commission, which
may result in a decline in the price of our common shares and an inability to obtain future financing.

 As
directed by Section 404 of the Sarbanes-Oxley Act, as amended by SEC Release No. 33-8934 on June 26, 2008, the SEC adopted rules requiring
each public company to include a report of management on the company's internal controls over financial reporting in its annual
reports. In addition, the independent registered public accounting firm auditing a company's financial statements may have to also
attest to and report on management's assessment of the effectiveness of the company's internal controls over financial reporting.
We may be required to include a report of management on its internal control over financial reporting. The internal control report must
include a statement:

 Of
 management's responsibility for establishing and maintaining adequate internal control over its financial reporting;

 Of
 management's assessment of the effectiveness of its internal control over financial reporting as of year-end; and

 Of
 the framework used by management to evaluate the effectiveness of our internal control over financial reporting.

 Furthermore,
our independent registered public accounting firm may be required to file its attestation on whether it believes that we have maintained,
in all material respects, effective internal control over financial reporting.

 While
we expect to expend significant resources in developing the necessary documentation and testing procedures required by Section 404 of
the Sarbanes-Oxley Act, there is a risk that we may not be able to comply timely with all of the requirements imposed by this rule. In
the event that we are unable to receive a positive attestation from our independent registered public accounting firm with respect to
our internal controls, investors and others may lose confidence in the reliability of our financial statements and our stock price and
ability to obtain equity or debt financing as needed could suffer.

 In
addition, in the event that our independent registered public accounting firm is unable to rely on our internal controls in connection
with its audit of our financial statements, and in the further event that it is unable to devise alternative procedures in order to satisfy
itself as to the material accuracy of our financial statements and related disclosures, it is possible that we would be unable to file
our Annual Report on Form 10-K with the SEC, which could also adversely affect the market price of our common stock and our ability to
secure additional financing as needed.

 Reporting
requirements under the Exchange Act and compliance with the Sarbanes-Oxley Act of 2002, including establishing and maintaining acceptable
internal controls over financial reporting, are costly and may increase substantially.

 The
rules and regulations of the SEC require a public company to prepare and file periodic reports under the Exchange Act, which will require
that the Company engage legal, accounting, auditing and other professional services. The engagement of such services is costly. Additionally,
the Sarbanes-Oxley Act of 2002 (the "Sarbanes-Oxley Act") requires, among other things, that we design, implement and maintain
adequate internal controls and procedures over financial reporting. The costs of complying with the Sarbanes-Oxley Act and the limited
technically qualified personnel we have may make it difficult for us to design, implement and maintain adequate internal controls over
financial reporting. In the event that we fail to maintain an effective system of internal controls or discover material weaknesses in
our internal controls, we may not be able to produce reliable financial reports or report fraud, which may harm our overall financial
condition and result in loss of investor confidence and a decline in our share price.

 As
a public company, we will be subject to the reporting requirements of the Exchange Act, the Sarbanes-Oxley Act, the Dodd-Frank Act of
2010 and other applicable securities rules and regulations. Despite recent reforms made possible by the JOBS Act, compliance with these
rules and regulations will nonetheless increase our legal and financial compliance costs, make some activities more difficult, time-consuming
or costly and increase demand on our systems and resources. The Exchange Act requires, among other things, that we file annual, quarterly,
and current reports with respect to our business and operating results.

 We
are working with our legal, accounting and financial advisors to identify those areas in which changes should be made to our financial
and management control systems to manage our growth and our obligations as a public company. These areas include corporate governance,
corporate control, disclosure controls and procedures and financial reporting and accounting systems. We have made, and will continue
to make, changes in these and other areas. However, we anticipate that the expenses that will be required in order to adequately prepare
for being a public company could be material. We estimate that the aggregate cost of increased legal services; accounting and audit functions;
personnel, such as a chief financial officer familiar with the obligations of public company reporting; consultants to design and implement
internal controls; and financial printing alone will be a few hundred thousand dollars per year and could be several hundred thousand
dollars per year. In addition, if and when we retain independent directors and/or additional members of senior management, we may incur
additional expenses related to director compensation and/or premiums for directors' and officers' liability insurance, the
costs of which we cannot estimate at this time. We may also incur additional expenses associated with investor relations and similar
functions, the cost of which we also cannot estimate at this time. However, these additional expenses individually, or in the aggregate,
may also be material.

 In
addition, being a public company could make it more difficult or more costly for us to obtain certain types of insurance, including directors'
and officers' liability insurance, and we may be forced to accept reduced policy limits and coverage or incur substantially higher
costs to obtain the same or similar coverage. The impact of these events could also make it more difficult for us to attract and retain
qualified persons to serve on our board of directors, our board committees or as executive officers.

 The
increased costs associated with operating as a public company may decrease our net income or increase our net loss and may cause us to
reduce costs in other areas of our business or increase the prices of our products or services to offset the effect of such increased
costs. Additionally, if these requirements divert our management's attention from other business concerns, they could have a material
adverse effect on our business, financial condition and results of operations.

 We
have material weakness in our controls and procedures.

 We
have conducted an evaluation of our internal control over financial reporting based on the framework in "Internal Control Integrated
Framework" issued by the Committee of Sponsoring Organizations for the Treadway Commission ("COSO") and published in
2013, and subsequent guidance prepared by COSO specifically for smaller public companies. Based on that evaluation, management concluded
that our internal control over financial reporting was not effective as of June 30, 2023 and 2022 for the reasons discussed below:

identified the following material weakness and significant deficiencies in its assessment of the effectiveness of internal control over
financial reporting as of June 30, 2023:

 The
 Company did not maintain effective controls over certain aspects of the financial reporting process because we lacked personnel with
 accounting expertise and an adequate supervisory review structure that is commensurate with our financial reporting requirements.

 Material
 Weakness – Inadequate segregation of duties.

 The
management of the Company believes that these material weaknesses 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. This
will include, but not limited to, the following:

 Hiring
 of additional personnel to adequately segregate financial reporting duties.

 The
 retention of outside consultants to review our controls and procedures

 A
significant deficiency is a deficiency, or combination of deficiencies in internal control over financial reporting, that adversely affects
the entity's ability to initiate, authorize, record, process, or report financial data reliably in accordance with generally accepted
accounting principles such that there is more than a remote likelihood that a misstatement of the entity's financial statements
that is more than inconsequential will not be prevented or detected by the entity's internal control.

 A
material weakness is a deficiency or a combination of deficiencies in internal control over financial reporting such that there is a
reasonable possibility that a material misstatement of the annual or interim consolidated financial statements will not be prevented
or detected on a timely basis.

 General
Business Risks

 We
are highly dependent on the services of key executives, the loss of whom could materially harm our business and our strategic direction.
If we lose key management or significant personnel, cannot recruit qualified employees, directors, officers, or other personnel or experience
increases in our compensation costs, our business may materially suffer.

 We
are highly dependent on our management team, specifically Fredrick Cutcher, who we currently anticipate will be able to devote 25-30
hours per week to the Company's operations. If we lose key employees, our business may suffer. Furthermore, our future success
will also depend in part on the continued service of our management personnel and our ability to identify, hire, and retain additional
key personnel. We do not carry "key-man" life insurance on the lives of any of our executives, employees or advisors. We
experience intense competition for qualified personnel and may be unable to attract and retain the personnel necessary for the development
of our business. Because of this competition, our compensation costs may increase significantly.

 We
will need to raise additional capital to continue operations over the coming year.

 We
anticipate the need to raise approximately $1,000,000 in capital to fund our operations through June 30, 2024. We expect to use these
cash proceeds, primarily to identify new business opportunities and possible acquisitions. We cannot guarantee that we will be able to
raise these required funds or generate sufficient revenue to remain operational.

 We
may be unable to manage growth, which may impact our potential profitability.

 Successful
implementation of our business strategy requires us to manage our growth. Growth could place an increasing strain on our management and
financial resources. To manage growth effectively, we will need to:

 Establish
 definitive business strategies, goals and objectives;

 Maintain
 a system of management controls; and

 Attract
 and retain qualified personnel, as well as, develop, train and manage management-level and other employees.

 If
we fail to manage our growth effectively, our business, financial condition or operating results could be materially harmed, and our
stock price may decline.

 Our
lack of adequate D&O insurance may also make it difficult for us to retain and attract talented and skilled directors and officers.

 We
may in the future be subject to additional litigation, including potential class action and stockholder derivative actions. Risks associated
with legal liability are difficult to assess and quantify, and their existence and magnitude can remain unknown for significant periods
of time. To date, we have not obtained directors and officers liability ("D&O") insurance. While neither Delaware law
nor our Articles of Incorporation or bylaws require us to indemnify or advance expenses to our officers and directors involved in such
a legal action, we have entered into an indemnification agreement with our President and intend to enter into similar agreements with
other officers and directors in the future. Without adequate D&O insurance, the amounts we would pay to indemnify our officers and
directors should they be subject to legal action based on their service to the Company could have a material adverse effect on our financial
condition, results of operations and liquidity. Furthermore, our lack of adequate D&O insurance may make it difficult for us to retain
and attract talented and skilled directors and officers, which could adversely affect our business.

 If
we are unable to maintain effective internal control over our financial reporting, the reputational effects could materially adversely
affect our business.

 Under
the provisions of Section 404(a) of the Sarbanes-Oxley Act of 2002, as amended by the Dodd Frank Wall Street Reform and Consumer Protection
Act of 2010, the SEC adopted rules requiring public companies to perform an evaluation of Internal Control over Financial Reporting (Internal
Controls) and to report on our evaluation in our Annual Report on Form 10-K. Our Internal Controls constitute a process designed to provide
reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements in accordance with
GAAP. In the event we discover material weakness in our internal controls and our remediation of such reported material weakness is ineffective,
or if in the future we are unable to maintain effective Internal Controls, additional resulting material restatements could occur, regulatory
actions could be taken, and a resulting loss of investor confidence in the reliability of our financial statements could occur.

 We
expect to incur substantial expenses to meet our reporting obligations as a public company. In addition, failure to maintain adequate
financial and management processes and controls could lead to errors in our financial reporting and could harm our ability to manage
our expenses.

 We
estimate that it will cost approximately $75,000 annually to maintain the proper management and financial controls for our filings required
as a public reporting company. In addition, if we do not maintain adequate financial and management personnel, processes and controls,
we may not be able to accurately report our financial performance on a timely basis, which could cause a decline in our stock price and
adversely affect our ability to raise capital.

 If
the registration of our common stock is revoked in the future, our business opportunities will cease to exist.

 In
the event our securities registration was to be revoked, we would not have the ability to raise money through the issuance of shares
and would lose the ability to continue the business plan set out in this filing. Common stock issued and outstanding at that time would
no longer be tradable.

 Our
ability to use our net operating loss carry-forwards and certain other tax attributes may be limited.

 We
have incurred substantial losses during our history. To the extent that we continue to generate taxable losses, unused losses will carry
forward to offset future taxable income, if any, until such unused losses expire. Under Sections 382 and 383 of the Internal Revenue
Code of 1986, as amended, if a corporation undergoes an "ownership change," generally defined as a greater than 50% change
(by value) in its equity ownership over a three-year period, the corporation's ability to use its pre-change net operating loss
carry-forwards, or NOLs, and other pre-change tax attributes (such as research tax credits) to offset its post-change income may be limited.
We may experience ownership changes in the future as a result of subsequent shifts in our stock ownership. As a result, if we earn net
taxable income, our ability to use our pre-change net operating loss carry-forwards to offset U.S. federal taxable income may be subject
to limitations, which could potentially result in increased future tax liability to us. In addition, at the state level, there may be
periods during which the use of NOLs is suspended or otherwise limited, which could accelerate or permanently increase state taxes owed.

 We
may be unable to make attractive acquisitions or successfully integrate acquired businesses, assets or properties, and any ability to
do so may disrupt our business and hinder our ability to grow, divert the attention of key personnel, disrupt our business and impair
our financial results.

 As
part of our business strategy, we intend to consider acquisitions of companies, technologies and products. We may not be able to identify
such attractive acquisition opportunities. Acquisitions, involve numerous risks, any of which could harm our business, including, among
other things:

 difficulty
 in integrating the technologies, products, operations and existing contracts of a target company and realizing the anticipated benefits
 of the combined businesses;

 mistaken
 assumptions about volumes or the timing of those volumes, revenues or costs, including synergies;

 negative
 perception of the acquisition by customers, financial markets or investors;

 difficulty
 in supporting and transitioning customers, if any, of the target company;

 inability
 to achieve anticipated synergies or increase the revenue and profit of the acquired business;

 the
 assumption of unknown liabilities;

 exposure
 to potential lawsuits;

 limitations
 on rights to indemnity from the seller;

 the
 diversion of management's and employees' attention from other business concerns;

 unforeseen
 difficulties operating in new geographic areas;

 customer
 or key employee losses at the acquired businesses;

 the
 price we pay or other resources that we devote may exceed the value we realize; or

 the
 value we could have realized if we had allocated the purchase price or other resources to another opportunity and inability to generate
 sufficient revenue to offset acquisition costs.

 Risks
Associated with the Acquisition of Fox Trott Tango, LLC

 Revenue
from our properties, through the subsequent Fox Trott Tango acquisition, may be reduced or limited if the operations of our tenants are not successful.

 Revenue
from our properties, through the subsequent Fox Trott Tango acquisition, depends primarily on the ability of our tenants to pay the full amount of rent and other charges due under their
leases on a timely basis. Some of our leases provide for the payment, in addition to base rent, of additional rent above the base amount
according to a specified percentage of the gross sales generated by the tenants and generally provide for reimbursement of real estate
taxes and expenses of operating the property. Economic, legal, and/or competitive conditions, as well as COVID-19, may impact the success
of our tenants' retail operations and therefore the amount of rent and expense reimbursements we receive from our tenants. Any
reduction in our tenants' abilities to pay base rent, percentage rent, or other charges on a timely basis, including the closing of stores
prior to the end of the lease term or the filing by any of our tenants for bankruptcy protection, will adversely affect our financial
condition and results of operations. In the event of default by a tenant, we may experience delays and unexpected costs in enforcing
our rights as landlord under lease terms, which may also adversely affect our financial condition and results of operations.

 Our
net income depends on the success and continued presence of our "anchor" tenants.

 Our
net income could be adversely affected in the event of a downturn in the business, or the bankruptcy or insolvency, of any anchor tenant.
Anchor tenants generally occupy large amounts of square footage, pay a significant portion of the total rents at a property and contribute
to the success of other tenants by drawing significant numbers of customers to a property. The closing of one or more anchor stores at
a property could adversely affect that property and result in lease terminations by, or reductions in rent from, other tenants whose
leases may permit termination or rent reduction in those circumstances or whose own operations may suffer as a result. Over the past
several years, we have seen higher levels of anchor turnover and closings in some markets, which has caused an oversupply of larger retail
spaces. Therefore, tenant demand for certain of our anchor spaces may decrease and as a result, we may see an increase in vacancy and/or
a decrease in rents for those spaces that could have a negative impact to our net income.

 We
have properties that are geographically concentrated, and adverse economic or real estate market declines in these areas could have a
material adverse effect on us.

 Any
adverse situation that disproportionately affects the markets where our properties are concentrated may have a magnified adverse
effect on our portfolio. Real estate markets are subject to economic downturns, as they have been in the past, and we cannot predict
how economic conditions will impact this market in both the short and long term.

 Declines
in the economy or a decline in the real estate market in these states could hurt our financial performance and the value of our properties.
Factors that may negatively affect economic conditions in these states include:

 business layoffs or downsizing;

 industry slowdowns;

 elevated levels of inflation over an extended period of time;

 increasing interest rates;

 increased business restrictions due to health crises;

 relocations of businesses;

 changing demographics;

 increased telecommuting and use of alternative work places;

 infrastructure quality;

 any oversupply of, or reduced demand for, real estate;

 concessions or reduced rental rates under new leases for properties where tenants defaulted; and

 increased operating costs including insurance premiums and real estate taxes.

 We
may be unable to collect balances due from tenants that file for bankruptcy protection.

 If
a tenant or lease guarantor files for bankruptcy, we may not be able to collect all pre-petition amounts owed by that party. In addition,
a tenant that files for bankruptcy protection may terminate our lease in which event we would have a general unsecured claim that would
likely be for less than the full amount owed to us for the remainder of the lease term, which could adversely affect our financial condition
and results of operations.

 We
may experience difficulty or delay in renewing leases or re-leasing space.

 We
derive most of our revenue directly or indirectly from rent received from our tenants. We are subject to the risks that, upon expiration
or termination of leases, whether by their terms, as a result of a tenant bankruptcy, general economic conditions or otherwise, leases
for space in our properties may not be renewed, space may not be re-leased, or the terms of renewal or re-lease, including the cost of
required renovations or concessions to tenants, may be less favorable than current lease terms and may include decreases in rental rates.
As a result, our net income could be reduced.

 Our
performance and value are subject to general risks associated with the real estate industry.

 Our
economic performance and the value of our real estate assets, and consequently, the value of our investments, are subject to the risk
that if our properties do not generate revenues sufficient to meet our operating expenses, including debt service and capital expenditures,
our cash flow and ability to pay distributions to our shareholders will be adversely affected. As a company that invests in real estate, we are susceptible
to the following real estate industry risks:

 economic downturns in general, or in the areas where our properties are located;

 adverse changes in local real estate market conditions, such as an oversupply or reduction in demand;

 changes in tenant preferences that reduce the attractiveness of our properties to tenants;

 zoning or regulatory restrictions;

 decreases in market rental rates;

 weather conditions that may increase or decrease energy costs and other weather-related expenses;

 costs associated with the need to periodically repair, renovate and re-lease space; and

 increases in the cost of adequate maintenance, insurance and other operating costs, including real estate taxes, associated with one or more properties, which may occur even when circumstances such as market factors and competition cause a reduction in revenues from one or more properties, although real estate taxes typically do not increase upon a reduction in such revenues.

 Each
of these risks could result in decreases in market rental rates and increases in vacancy rates, which could adversely affect our financial
condition and results of operation.

 Many
real estate costs are fixed, even if income from our properties decreases.

 Our
financial results depend primarily on leasing space in our properties to tenants on terms favorable to us. Costs associated with real
estate investment, such as real estate taxes, insurance and maintenance costs, generally are not reduced even when a property is not
fully occupied, rental rates decrease, or other circumstances cause a reduction in income from the property. As a result, cash flow from
the operations of our properties may be reduced if a tenant does not pay its rent or we are unable to rent our properties on favorable
terms. Under those circumstances, we might not be able to enforce our rights as landlord without delays and may incur substantial legal
costs. Additionally, new properties that we may acquire or redevelop may not produce any significant revenue immediately, and the cash
flow from existing operations may be insufficient to pay the operating expenses and debt service associated with such new properties
until they are fully occupied.

 Competition
may limit our ability to purchase new properties and generate sufficient income from tenants.

 Numerous
commercial developers and real estate companies compete with us in seeking tenants for our existing properties and properties for acquisition.
This competition may:

 reduce properties available for acquisition;

 increase the cost of properties available for acquisition;

 reduce rents payable to us;

 interfere with our ability to attract and retain tenants;

 lead to increased vacancy rates at our properties; and

 adversely affect our ability to minimize expenses of operation.

 Risks
Associated with Our Subsidiary, HMNRTH, LLC

 All
strains of cannabis other than hemp remain illegal under Federal law.

 Despite
the development of a legal cannabis industry under the laws of certain states and the legalization of hemp under the Agriculture Improvement
Act of 2018, the state laws legalizing medical and adult cannabis use are in conflict with the Federal Controlled Substances Act, which
classifies cannabis as a "Schedule-I" controlled substance and makes cannabis use and possession illegal on a national level.
The United States Supreme Court has ruled that the Federal government has the right to regulate and criminalize cannabis, even for medical
purposes, and thus Federal law criminalizing the use of cannabis pre-empts state laws that legalize its use. However, the Obama Administration
determined that it is not an efficient use of resources to direct Federal law enforcement agencies to prosecute those lawfully abiding
by state laws allowing the use and distribution of medical and recreational cannabis. There is no guarantee that the current or any future
Administration will not change the Federal government's stated policy regarding the low-priority enforcement of Federal laws in
states where cannabis has been legalized. Any such change in the Federal government's enforcement of Federal laws could cause significant
financial damage to us and our shareholders.

 We
recently entered the CBD Market and as a result, we are subject to numerous potential regulatory matters, which could negatively impact
our operations.

 The
Drug Enforcement Administration ("DEA") which enforces the controlled substances laws of the United States has issued various
rules and announcements concerning various items considered to be marijuana extracts which may encompass Cannabinoids. The uncertainty
involves the extent to which the DEA will try to restrict the marketing or distribution of hemp finished/CBD products which we manufacture
and distribute. If the DEA or other government agency were to take any action concerning our CBD products, it would have a negative impact
on our revenues and financial condition.

 Because
we are subject to numerous laws and regulations, we could incur substantial costs.

 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.

 Laws
and regulations affecting the medical marijuana industry are constantly changing, which could detrimentally affect our proposed operations.

 Local,
state and federal medical marijuana laws and regulations are broad in scope and subject to evolving interpretations, which could require
us to incur substantial costs associated with compliance or alter our business plan. In addition, violations of these laws, or allegations
of such violations, could disrupt our business and result in a material adverse effect on our operations. In addition, it is possible
that regulations may be enacted in the future that will be directly applicable to our proposed business. We cannot predict the nature
of any future laws, regulations, interpretations or applications, nor can we determine what effect additional governmental regulations
or administrative policies and procedures, when and if promulgated, could have on our business.

 Until
we have developed and launched our products at commercial levels, there is uncertainty of market acceptance and the efficacy of the commercialization
strategy.

 While
we have launched the sale of our CBD products on our ecommerce website, natural, hemp-based consumer products are new to the marketplace
and it is not yet determined whether such products will gain consumer acceptance. Until we have consistent, proven sales, there is uncertainty
of product acceptance in the intended markets and our ability to commercialize our products. As with any transformational product, there
will be a time before customers embrace the product and recognize its full value. If there are no, or only low levels of, product acceptance
and sales, we may have to alter our business plan. As is typical of any new business concept, demand and market acceptance for newly
introduced products and services is subject to great uncertainty. Achieving market acceptance will require us to undertake substantial
marketing efforts and to make significant expenditures to create awareness of and demand for our products. We have limited marketing
experience and limited financial, personnel and other resources to undertake extensive marketing activities. Our efforts will be subject
to all of the risks associated with the commercialization of new products, including unanticipated delays, expenses and the evolution
of industry standards. There can be no assurance that markets for our products will not be limited, or that our strategies will result
in successful product commercialization or in initial or continued market acceptance for our products.

 Due
to controversy over the cannabis plant within the United States, we face challenges getting our products into stores.

 Some
of our products are intended for ingestion purposes. There are potential significant health benefits to consuming hemp-based products,
however, all products derived from the cannabis plant are controversial. Our products contain only trace amounts of THC and are below
the legal limit for ingestion within the U.S. However, we anticipate that we may face scrutiny and experience resistance in getting our
products into stores due to hesitation by food chains to carry any product even affiliated with the cannabis plant.

 We
face substantial risk of product liability claims and potential adverse product publicity.

 Like
any other retailer, distributor or manufacturer of products that are designed to be ingested, we face an inherent risk of exposure to
product liability claims in the event that the use of our products results in injury. In the event we do not have adequate insurance
or contractual indemnification, product liability claims could have a material adverse effect on the Company. The Company is not currently
a named defendant in any product liability lawsuit; however, other manufacturers and distributors of nutritional supplements currently
are or have been named as defendants in such lawsuits. The successful assertion or settlement of any uninsured claim, a significant number
of insured claims, or a claim exceeding the Company's insurance coverage could have a material adverse effect on the Company.

 Government
regulation of cannabis and hemp is constantly evolving, and unfavorable developments could have an adverse effect on our operating results.

 Any
changes in laws or regulations relating to cannabis and hemp could adversely affect our business, results of operations and our business
prospects.

 Risks
Associated with Our Subsidiary, Markets on Main, LLC

 An
inability to develop and introduce products in a timely and cost-effective manner may damage our business.

 Our
sales and profitability depend on our ability to bring products to market to meet customer demands and before consumers begin to lose
interest in a given property. There is no guarantee that we will be able to manufacture, source and ship new or continuing products in
a timely manner and on a cost-effective basis to meet constantly changing consumer demands. This risk is heightened by our customers'
increasingly compressed shipping schedules and the seasonality of our business. Moreover, unforeseen delays or difficulties in the development
process, significant increases in the planned cost of development, manufacturing delays or changes in anticipated consumer demand for
our products and new brands may cause the introduction date for products to be later than anticipated, may reduce or eliminate the profitability
of such products or, in some situations, may cause a product or new brand introduction to be discontinued.

 Our
success will depend on the reliability and performance of third-party distributors, manufacturers and suppliers.

 We
compete with other companies for the production capacity of third-party suppliers for components. Certain of these competing companies
have substantially greater financial and other resources than we have, and we may be at a competitive disadvantage in seeking to procure
production capacity. Our inability to contract with third-party manufacturers and suppliers to provide a sufficient supply of our products
on acceptable terms and on a timely basis could negatively impact our relationships with existing customers and cause us to lose revenue-generating
opportunities with potential customers. We also rely on operators and distributors to market and distribute our products. If our operators
or distributors are unsuccessful, we may miss revenue-generating opportunities that might otherwise have been recognized.

 We
are increasingly dependent on information technology, and potential cyberattacks, security problems or other disruption and expanding
social media vehicles present new risks.

 We
rely on information technology networks and systems, including the internet, to process, transmit and store electronic information, and
to manage or support a variety of business processes, including financial transactions and records, billing and operating data. We may
purchase some of our information technology from vendors, on whom our systems will depend, and we rely on commercially available systems,
software, tools and monitoring to provide security for processing, transmission and storage of confidential operator and other customer
information. We depend upon the secure transmission of this information over public networks. Our networks and storage applications could
be subject to unauthorized access by hackers or others through cyberattacks, which are rapidly evolving and becoming increasingly sophisticated,
or by other means, or may be breached due to operator error, malfeasance or other system disruptions. In some cases, it will be difficult
to anticipate or immediately detect such incidents and the damage they cause. Any significant breakdown, invasion, destruction, interruption
or leakage of information from our systems could harm our reputation and business.

 In
addition, the use of social media could cause us to suffer brand damage or information leakage. Negative posts or comments about us on
any social networking website could damage our or our brands' reputations. Employees or others might disclose non-public sensitive
information relating to our business through external media channels, including through the use of social media. The continuing evolution
of social media will present us with new challenges and risks.

 Defects
in products we develop internally or for clients could reduce our revenue, increase our costs, burden our engineering and marketing resources,
involve us in litigation and adversely affect us.

 Our
success will depend on our ability to avoid, detect and correct defects in our products. We may not be able to maintain products that
are free from defects. Although we have taken steps to prevent defects, our products could suffer such defects. The occurrence of such
defects or malfunctions could result in physical harm to the patrons of our customers and the subsequent termination of agreements, cancellation
of orders, product returns and diversion of our resources. Even if our customers do not suffer financial losses, customers may replace
our products if they do not perform according to expectations. Any of these occurrences could also result in the loss of or delay in
market acceptance of our products and/or loss of sales. In addition, the occurrence of defects in our products may give rise to claims
for lost revenues and related litigation by our customers and may subject us to investigation or other disciplinary action by regulatory
authorities that could include suspension or revocation of our ability to do business in certain jurisdictions.

 Our
success depends, in part, on our ability to successfully manage our future inventories.

 We
must maintain sufficient inventory levels to operate our business successfully, but we must also avoid accumulating excess inventory,
which increases working capital needs and lowers gross margin. We must typically order our CBD products well in advance of the time these
products will be offered for sale to our customers. As a result, it may be difficult to respond to changes in consumer preferences and
market conditions, which, for pop culture products, can change rapidly. If we do not accurately anticipate the popularity of certain
products, then we may not have sufficient inventory to meet demand. Alternatively, if demand or future sales do not reach forecasted
levels, we could have excess inventory that we may need to hold for a long period of time, write down, sell at prices lower than expected
or discard. If we are not successful in managing our inventory, our business, financial condition and results of operations could be
adversely affected.

 We
may also be negatively affected by changes in retailers' inventory policies and practices. As a result of the desire of retailers
to more closely manage inventory levels, there is a growing trend to make purchases on a "just-in-time" basis. This requires
us to more closely anticipate demand and could require us to carry additional inventory. Policies and practices of individual retailers
may adversely affect us as well, including those relating to access to and time on shelf space, price demands, payment terms and favoring
the products of our competitors. Our retail customers make no binding long-term commitments to us regarding purchase volumes and make
all purchases by delivering purchase orders. Any retailer can therefore freely reduce its overall purchase of our products, including
the number and variety of our products that it carries, and reduce the shelf space allotted for our products. If demand or future sales
do not reach forecasted levels, we could have excess inventory that we may need to hold for a long period of time, write down, sell at
prices lower than expected or discard. If we are not successful in managing our inventory, our business, financial condition and results
of operations could be adversely affected.

 An
inability to develop and introduce products in a timely and cost-effective manner may damage our business.

 Our
sales and profitability for our CBD products depend on our ability to bring products to market to meet customer demands before consumers
begin to lose interest in a given property. There is no guarantee that we will be able to source our manufacturing and ship new or continuing
products in a timely manner or on a cost-effective basis to meet constantly changing consumer demands. This risk is heightened by our
customers' increasingly compressed shipping schedules and the seasonality of our business. These time constraints may lead our
customers to reduce their demand for these products in order to minimize their inventory risk. Moreover, unforeseen delays or difficulties
in the development process, significant increases in the planned cost of development, manufacturing or distribution delays or changes
in anticipated consumer demand for our products and new brands, or the related third party content, may cause the introduction date for
new CBD products to be later than anticipated, may reduce or eliminate the profitability of such products or, in some situations, may
cause a product or new brand introduction to be discontinued.

 Risk
to Our Common Stock

 If
we fail to remain current on our reporting requirements, we could be removed from the OTC Bulletin Board which would limit the ability
of broker-dealers to sell our securities in the secondary market.

 Companies
trading on the Over-the-Counter Bulletin Board must be reporting issuers under Section 12 of the Securities Exchange Act of 1934, as
amended, and must be current in their reports under Section 13, in order to maintain price quotation privileges on the OTC Bulletin Board.
As a result, the market liquidity for our securities could be severely adversely affected by limiting the ability of broker-dealers to
sell our securities and the ability of stockholders to sell their securities in the secondary market. In addition, we may be unable to
get relisted on the OTC Bulletin Board, which may have an adverse material effect on the Company.

 Restrictions
on the Use of Rule 144 by Shell Companies or Former Shell Companies

 Rule
144 is not available for the resale of securities initially issued by shell companies (other than business combination related shell
companies) or issuers that have been at any time previously a shell company. However, Rule 144 also includes an important exception to
this prohibition if the following conditions are met:

 the
 issuer of the securities that was formerly a shell company has ceased to be a shell company;

 the
 issuer of the securities is subject to the reporting requirements of Section 13 or 15(d) of the Exchange Act;

 the
 issuer of the securities has filed all Exchange Act reports and materials required to be filed, as applicable, during the preceding
 12 months (or such shorter period that the issuer was required to file such reports and materials), other than Current Reports on
 Form 8-K; and

 at
 least one year has elapsed from the time that the issuer filed current Form 10 type information with the SEC reflecting its status
 as an entity that is not a shell company.

 At
the present time, the Company is not classified as a "shell company" under Rule 405 of the Securities Act.

 We
do not expect to pay dividends in the future; any return on investment may be limited to the value of our common stock.

 We
do not currently anticipate paying cash dividends in the foreseeable future. The payment of dividends on our common stock will depend
on earnings, financial condition and other business and economic factors affecting it at such time as the board of directors may consider
relevant. Our current intention is to apply net earnings, if any, in the foreseeable future to increasing our capital base and development
and marketing efforts. There can be no assurance that the Company will ever have sufficient earnings to declare and pay dividends to
the holders of our common stock, and in any event, a decision to declare and pay dividends is at the sole discretion of our board of
directors. If we do not pay dividends, our common stock may be less valuable because a return on your investment will only occur if its
stock price appreciates.

 Authorization
of preferred stock.

 Our
Certificate of Incorporation authorizes the issuance of up to 5,000,000 shares of preferred stock with designations, rights and preferences
determined from time to time by its Board of Directors. Accordingly, our Board of Directors is empowered, without stockholder approval,
to issue preferred stock with dividend, liquidation, conversion, voting, or other rights which could adversely affect the voting power
or other rights of the holders of the common stock. On July 16, 2019, the Company's Board of Directors approved the designation
of two new series of preferred stock, Series K Super Voting Preferred Stock (3 shares authorized) and Series L Preferred Stock (500,000
shares authorized).

 We have authorized 5,000,000 shares of Preferred Stock with 294 and 276 shares outstanding at June 30, 2023 and 2022, respectively.
In the event of issuance of additional shares, the preferred stock could be utilized, under certain circumstances, as a method of discouraging,
delaying or preventing a change in control of the Company. Please see NOTE J - CAPITAL STOCK for further information.

 The
market price for our common stock may be particularly volatile given our status as a relatively unknown company, with a limited operating
history and lack of profits which could lead to wide fluctuations in our share price. You may be unable to sell your common stock at
or above your purchase price, which may result in substantial losses to you.

 Our
stock price may be particularly volatile when compared to the shares of larger, more established companies that trade on a national securities
exchange and have large public floats. The volatility in our share price will be attributable to a number of factors. First, our common
stock will be compared to the shares of such larger, more established companies, sporadically and thinly traded. As a consequence of
this limited liquidity, the trading of relatively small quantities of shares by our shareholders may disproportionately influence the
price of those shares in either direction. The price for our shares could decline precipitously in the event that a large number of shares
of our common stock are sold on the market without commensurate demand. Second, we are a speculative or "risky" investment
due to our limited operating history and lack of profits to date, and uncertainty of future market acceptance for our potential products.
As a consequence of this enhanced risk, more risk-adverse investors may, under the fear of losing all or most of their investment in
the event of negative news or lack of progress, be more inclined to sell their shares on the market more quickly and at greater discounts
than would be the case with the stock of a larger, more established company that trades on a national securities exchange and has a large
public float. Many of these factors are beyond our control and may decrease the market price of our common stock, regardless of our operating
performance. We cannot make any predictions or projections as to what the prevailing market price for our common stock will be at any
time. Moreover, the OTC Bulletin Board is not a liquid market in contrast to the major stock exchanges. We cannot assure you as to the
liquidity or the future market prices of our common stock if a market does develop. If an active market for our common stock does not
develop, the fair market value of our common stock could be materially adversely affected.

 Existing
stockholders will experience significant dilution from our sale of shares under potential Securities Purchase Agreements.

 The
sale of shares pursuant to any Securities Purchase Agreements executed by the Company in the future will have a dilutive impact on our
stockholders. As a result, the market price of our common stock could decline significantly, as we sell shares pursuant to the Securities
Purchase Agreement. In addition, for any particular advance, we will need to issue a greater number of shares of common stock under the
Securities Purchase Agreement as our stock price declines. If our stock price is lower, then our existing stockholders would experience
greater dilution.

 The
Company May Issue Shares of Preferred Stock with Greater Rights than Common Stock.

 The
Company's charter authorizes the Board of Directors to issue one or more series of preferred stock and set the terms of the preferred
stock without seeking any further approval from holders of the Company's common stock. Any preferred stock that is issued may rank
ahead of the Company's common stock in terms of dividends, priority and liquidation premiums and may have greater voting rights
than the Company's common stock.

 Being
a Public Company Significantly Increases the Company's Administrative Costs.

 The
Sarbanes-Oxley Act of 2002, as well as rules subsequently implemented by the SEC and listing requirements subsequently adopted by the
NYSE Amex in response to Sarbanes-Oxley, have required changes in corporate governance practices, internal control policies and audit
committee practices of public companies. Although the Company is a relatively small public company, these rules, regulations, and requirements
for the most part apply to the same extent as they apply to all major publicly traded companies. As a result, they have significantly
increased the Company's legal, financial, compliance and administrative costs, and have made certain other activities more time
consuming and costly, as well as requiring substantial time and attention of our senior management. The Company expects its continued
compliance with these and future rules and regulations to continue to require significant resources. These rules and regulations also
may make it more difficult and more expensive for the Company to obtain director and officer liability insurance in the future and could
make it more difficult for it to attract and retain qualified members for the Company's Board of Directors, particularly to serve
on its audit committee.

 Our
shares are subject to the U.S. "Penny Stock" Rules and investors who purchase our shares may have difficulty re-selling their
shares as the liquidity of the market for our shares may be adversely affected by the impact of the "Penny Stock" Rules.

 Our
stock is subject to U.S. "Penny Stock" rules, which may make the stock more difficult to trade on the open market. Our common
shares are not currently traded on the OTC Bulletin Board, but it is the Company's plan that the common shares be quoted on the
OTC Bulletin Board. A "penny stock" is generally defined by regulations of the U.S. Securities and Exchange Commission ("SEC")
as an equity security with a market price of less than US$5.00 per share. However, an equity security with a market price under US $5.00
will not be considered a penny stock if it fits within any of the following exceptions:

 (i)

 the
 equity security is listed on NASDAQ or a national securities exchange;

 (ii)

 the
 issuer of the equity security has been in continuous operation for less than three years, and either has (a) net tangible assets
 of at least US $5,000,000, or (b) average annual revenue of at least US $6,000,000; or

 (iii)

 the
 issuer of the equity security has been in continuous operation for more than three years and has net tangible assets of at least
 US $2,000,000.

 Our
common stock does not currently fit into any of the above exceptions.

 If
an investor buys or sells a penny stock, SEC regulations require that the investor receive, prior to the transaction, a disclosure explaining
the penny stock market and associated risks. Furthermore, trading in our common stock will be subject to Rule 15g-9 of the Exchange Act,
which relates to non-NASDAQ and non-exchange listed securities. Under this rule, broker/dealers who recommend our securities to persons
other than established customers and accredited investors must make a special written suitability determination for the purchaser and
receive the purchaser's written agreement to a transaction prior to sale. Securities are exempt from this rule if their market
price is at least $5.00 per share. Since our common stock is currently deemed penny stock regulations, it may tend to reduce market liquidity
of our common stock, because they limit the broker/dealers' ability to trade, and a purchaser's ability to sell, the stock
in the secondary market.

 The
low price of our common stock has a negative effect on the amount and percentage of transaction costs paid by individual shareholders.
The low price of our common stock also limits our ability to raise additional capital by issuing additional shares. There are several
reasons for these effects. First, the internal policies of certain institutional investors prohibit the purchase of low-priced stocks.
Second, many brokerage houses do not permit low-priced stocks to be used as collateral for margin accounts or to be purchased on margin.
Third, some brokerage house policies and practices tend to discourage individual brokers from dealing in low-priced stocks. Finally,
broker's commissions on low-priced stocks usually represent a higher percentage of the stock price than commissions on higher priced
stocks. As a result, the Company's shareholders may pay transaction costs that are a higher percentage of their total share value
than if our share price were substantially higher.

 Because
we can issue additional shares of common stock, purchasers of our common stock may incur immediate dilution and experience further dilution.

 We
are authorized to issue up to 14,991,000,000 shares of common stock, of which 14,488,440,097 and 13,785,662,319 shares of common stock
are issued and outstanding as of June 30, 2023 and June 30, 2022, respectively. Our Board of Directors has the authority to cause us
to issue additional shares of common stock and to determine the rights, preferences and privileges of such shares, without consent of
any of our stockholders. Consequently, the stockholders may experience more dilution in their ownership of our stock in the future. Please
 see NOTE - J CAPITAL STOCK for further information.

 A
reverse stock split may decrease the liquidity of the shares of our common stock.

 The
liquidity of the shares of our common stock may be affected adversely by a reverse stock split given the reduced number of shares that
will be outstanding following a reverse stock split, especially if the market price of our common stock does not increase as a result
of the reverse stock split.

 Following
a reverse stock split, the resulting market price of our common stock may not attract new investors, including institutional investors,
and may not satisfy the investing requirements of those investors. Consequently, the trading liquidity of our common stock may not improve.

 Although
we believe that a higher market price of our common stock may help generate greater or broader investor interest, we cannot assure you
that a reverse stock split will result in a share price that will attract new investors.

 You
may be diluted by conversions of the Company's convertible notes and future conversions of the Company's Series L Preferred
Stock.

 As of June 30, 2023, we had (i) outstanding Convertible
Promissory Notes in an aggregate principal amount of $390,000, which are convertible for up to 6,900,000,000 shares of our Class A Common
Stock based on a closing stock price of $0.0002 at June 30, 2023 and inherent conversion features; and (ii) 294 shares of Series L Preferred
Stock outstanding, which are convertible into 14,497,440,097 shares of our Class A Common Stock based on the inherent conversion feature.

 The
conversion of the Convertible Promissory Notes and Series L Preferred Stock will result in further dilution of your investment. In addition,
you may experience additional dilution if we issue common stock in the future. As a result of this dilution, you may receive significantly
less in net tangible book value than the full purchase price you paid for the shares in the event of liquidation. As of the date of this
filing, the Company does not have a sufficient number of authorized but unissued shares to issue in the event our noteholders and the
holder of our Series L Preferred stock were to elect to convert into shares of our Class A Common Stock. The Company may be required
to file an Amendment to its Articles of Incorporation to increase the number of authorized shares of Class A Common Stock or to effect
a reverse stock split to satisfy the requested conversions.

 Issuances
of shares of common stock or securities convertible into or exercisable for shares of common stock following this offering, will dilute
your ownership interests and may adversely affect the future market price of our common stock.

 The
issuance of additional shares of our common stock or securities convertible into or exchangeable for our common stock could be dilutive
to stockholders if they do not invest in future offerings. We may seek additional capital through a combination of private and public
offerings in the future.

 The
Company's shares of common stock are quoted on the OTC Pink Sheet market, which limits the liquidity and price of the Company's
common stock.

 The
Company's shares of Common Stock are traded on the OTC Pink Sheet market under the symbol "GTLL." Quotation of the
Company's securities on the OTC Pink Sheet market limits the liquidity and price of the Company's Common Stock more than
if the Company's shares of Common Stock were listed on The Nasdaq Stock Market or a national exchange. There is currently no active
trading market in the Company's Common Stock. There can be no assurance that there will be an active trading market for the Company's
Common Stock following a business combination. In the event that an active trading market commences, there can be no assurance as to
the market price of the Company's shares of Common Stock, whether any trading market will provide liquidity to investors, or whether
any trading market will be sustained.

 FINRA
sales practice requirements may limit a stockholder's ability to buy and sell our stock.

 The
Financial Industry Regulatory Authority, Inc. ("FINRA") has adopted rules requiring that, in recommending an investment to
a customer, a broker-dealer must have reasonable grounds for believing that the investment is suitable for that customer. Prior to recommending
speculative or low-priced securities to their non-institutional customers, broker-dealers must make reasonable efforts to obtain information
about the customer's financial status, tax status, investment objectives and other information. Under interpretations of these
rules, FINRA has indicated its belief that there is a high probability that speculative or low-priced securities will not be suitable
for at least some customers. If these FINRA requirements are applicable to us or our securities, they may make it more difficult for
broker-dealers to recommend that at least some of their customers buy our common stock, which may limit the ability of our stockholders
to buy and sell our common stock and could have an adverse effect on the market for and price of our common stock.

 We
are classified as a "smaller reporting company" and we cannot be certain if the reduced disclosure requirements applicable
to smaller reporting companies will make our common stock less attractive to investors.

 We
are a "smaller reporting company." Specifically, "smaller reporting companies" are able to provide simplified
executive compensation disclosures in their filings; are exempt from the provisions of Section 404(b) of the Sarbanes-Oxley Act requiring
that independent registered public accounting firms provide an attestation report on the effectiveness of internal control over financial
reporting; and have certain other decreased disclosure obligations in their SEC filings.

 Cautionary
Note

 We
have sought to identify what we believe to be the most significant risks to our business, but we cannot predict whether, or to what extent,
any of such risks may be realized nor can we guarantee that we have identified all possible risks that might arise. Investors should
carefully consider all of such risk factors before making an investment decision with respect to our common stock.

 Item
1B. Unresolved Staff Comments.

 We
are a smaller reporting company as defined by Rule 12b-2 of the Exchange Act and are not required to provide the information under this
item.

 Item
2. Properties.

 Our principal executive office is located at 8 Campus Drive, Suite 105 Parsippany, New Jersey 07054 and our telephone
number is (973) 233-5151.

 Item
3. Legal Proceedings.

 From
time to time, we may be a defendant and plaintiff in various legal proceedings arising in the normal course of our business. We are currently
not a party to any material pending legal proceedings or government actions, including any bankruptcy, receivership, or similar proceedings.
In addition, management is not aware of any known litigation or liabilities involving the operators of our properties that could affect
our operations. Should any liabilities be incurred in the future, they will be accrued based on management's best estimate of the
potential loss. As such, there is no adverse effect on our consolidated financial position, results of operations or cash flow at this
time. Furthermore, Management of the Company does not believe that there are any proceedings to which any director, officer, or affiliate
of the Company, any owner of record of the beneficially or more than five percent of the common stock of the Company, or any associate
of any such director, officer, affiliate of the Company, or security holder is a party adverse to the Company or has a material interest
adverse to the Company.

 Item
4. Mine Safety Disclosures.

 Not applicable.

 PART
II

 Item
5. Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities.

 Market
Information

 Our
common stock is quoted under the symbol "GTLL" on the OTC Markets "PINK." The following information reflects
the high and low closing prices of the Company's common stock on the OTC Markets "PINK."

 Quarterly
 period

 Low

 High

 Fiscal
 year ended June 30, 2023:

 First

 $

 0.0002

 $

 0.0005

 Second

 $

 0.0001

 $

 0.0003

 Third

 $

 0.0001

 $

 0.0002

 Fourth

 $

 0.0001

 $

 0.0004

 Fiscal
 year ended June 30, 2022:

 First

 $

 0.0015

 $

 0.0044

 Second

 $

 0.0003

 $

 0.0042

 Third

 $

 0.0003

 $

 0.0019

 Fourth

 $

 0.0002

 $

 0.0005

 Holders
of Record

 The
Company had approximately 149 holders of record of our Class A Common Stock as of December 27, 2023.

 Dividends

 We
have never paid cash dividends on any of our capital stock, and we currently intend to retain our future earnings, if any, to fund the
development and growth of our business. We do not intend to pay cash dividends to holders of our common stock in the foreseeable future.

Authorized for Issuance under Equity Compensation Plans

 The
Company does not currently maintain any Equity Compensation Plans.

 Recent
Sales of Unregistered Securities, Uses of Proceeds from Registered Securities and Issuer Purchases of Equity Securities

 We
claimed exemption from registration under the Securities Act for the sales and issuances of securities in the following transactions
under Section 4(a)(2) of the Securities Act and/or Regulation D promulgated thereunder, in that such sales and issuances did not involve
a public offering, or under Rule 701 promulgated under the Securities Act, in that they were offered and sold either pursuant to written
compensatory plans or pursuant to a written contract relating to compensation, as provided by Rule 701. All of the purchasers of unregistered
securities for which we relied on Section 4(a)(2) and/or Regulation D represented that they were accredited investors as defined under
the Securities Act. We claimed such exemption on the basis that (a) the purchasers in each case represented that they intended to acquire
the securities for investment only and not with a view to the distribution thereof and that they either received adequate information
about the registrant or had access, through employment or other relationships, to such information and (b) appropriate legends were affixed
to the stock certificates issued in such transactions.

 Class
A Common Stock:

 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.

 Year
ended June 30, 2022

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

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

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

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

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

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

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

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

Stock cancelled during the year ended June 30, 2022

 A
total of 390,000,000 shares of common stock were returned to the Company by shareholders during the year ended June 30, 2022.

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

 Warrants:

 As of June 30, 202 3, the Company
had no outstanding warrants.

 Penny
Stock

 Penny
Stock Regulation Broker-dealer practices in connection with transactions in "penny stocks" are regulated by certain penny
stock rules adopted by the Securities and Exchange Commission. Penny stocks generally are equity securities with a price of less than
$5.00. Excluded from the penny stock designation are securities registered on certain national securities exchanges or quoted on NASDAQ,
provided that current price and volume information with respect to transactions in such securities is provided by the exchange/system
or sold to established customers or accredited investors.

 The
penny stock rules require a broker-dealer, prior to a transaction in a penny stock not otherwise exempt from the rules, to deliver a
standardized risk disclosure document that provides information about penny stocks and the risks in the penny stock market. The broker-dealer
also must provide the customer with current bid and offer quotations for the penny stock, the compensation of the broker-dealer and its
salesperson in connection with the transaction, and the monthly account statements showing the market value of each penny stock held
in the customer's account. In addition, the penny stock rules generally require that prior to a transaction in a penny stock, the
broker-dealer must make a special written determination that the penny stock is a suitable investment for the purchaser and receive the
purchaser's written agreement to the transaction.

 These
disclosure requirements may have the effect of reducing the level of trading activity in the secondary market for a stock that becomes
subject to the penny stock rules. As our securities have become subject to the penny stock rules, investors may find it more difficult
to sell their securities.

 Item
6. Selected Financial Data

 Not
required for smaller reporting company.

 Item
7. Management's Discussion and Analysis of Financial Condition and Results of Operations.

 The
following discussion and analysis of our financial condition and results of operations should be read together with our consolidated
financial statements and related notes thereto included elsewhere in this Annual Report. This discussion and analysis contain forward-looking
statements that are based upon current expectations and involve risks, assumptions and uncertainties.

 Our
Management's Discussion and Analysis contains not only statements that are historical facts, but also statements that are forward-looking.
Forward-looking statements are, by their very nature, uncertain and risky. Forward-looking statements are often identified by words like:
"believe", "expect", "estimate", "anticipate", "intend", "project"
and similar expressions, or words that, by their nature, refer to future events. You should not place undue certainty on these forward-looking
statements, which apply only as of the date of this prospectus. These forward-looking statements are subject to certain risks and uncertainties
that could cause actual results to differ materially from historical results or our predictions. These risks and uncertainties include
international, national, and local general economic and market conditions; our ability to sustain, manage, or forecast growth; our ability
to successfully make and integrate acquisitions; new product development and introduction; existing government regulations and changes
in, or the failure to comply with, government regulations; adverse publicity; competition; the loss of significant customers or suppliers;
fluctuations and difficulty in forecasting operating results; change in business strategy or development plans; business disruptions;
the ability to attract and retain qualified personnel; the ability to protect technology; the risk of foreign currency exchange rate;
and other risks that might be detailed from time to time in our filing with the Securities and Exchange Commission. Our actual results
could differ materially from those discussed in the forward-looking statements. Factors that could cause or contribute to these differences
include those discussed below and elsewhere in this prospectus.

 Although
the forward-looking statements in this annual report on Form 10-K reflect the good faith judgment of our management, such statements
can only be based on facts and factors currently known by them. Consequently, and because forward-looking statements are inherently subject
to risks and uncertainties, the actual results and outcomes may differ materially from the results and outcomes discussed in the forward-looking
statements. You are urged to carefully review and consider the various disclosures made by us in herein and in our other reports as we
attempt to advise interested parties of the risks and factors that may affect our business, financial condition, and results of operations
and prospects.

 Our
financial statements are stated in United States Dollars (USD or US$) and are prepared in accordance with United States Generally Accepted
Accounting Principles. All references to "common stock" refer to the common shares in our capital stock.

 Financing
Needs

 In
order to fund our operations, we rely upon direct investments, partnerships and joint ventures with accredited investors. Once the Company
becomes profitable, we intend to fund our operations from free cash flow.

 At
present, the Company only has sufficient funds to conduct its operations for two to three months. There can be no assurance that additional
financing will be available in amounts or on terms acceptable to the Company, if at all.

 If
we are not successful in generating sufficient liquidity from Company operations or in raising sufficient capital resources, on terms
acceptable to us, this could have a material adverse effect on the Company's business, results of operations liquidity and financial
condition.

 The
Company presently does not have any available credit, bank financing or other external sources of liquidity. Due to its brief history
under its current business model and historical operating losses, the Company's operations have not been a source of liquidity.
The Company will need to obtain additional capital in order to expand operations and become profitable. In order to obtain capital, the
Company may need to sell additional shares of its common stock or borrow funds from private lenders. There can be no assurance that the
Company will be successful in obtaining additional funding.

 The
Company will need additional investments in order to continue operations. Additional investments are being sought, but the Company cannot
guarantee that it will be able to obtain such investments. Financing transactions may include the issuance of equity or debt securities,
obtaining credit facilities, or other financing mechanisms. In the event there is a downturn in the U.S. stock and debt markets, this
could make it more difficult to obtain financing through the issuance of equity or debt securities. Even if the Company is able to raise
the funds required, it is possible that it could incur unexpected costs and expenses, fail to collect significant amounts owed to it,
or experience unexpected cash requirements that would force it to seek alternative financing. Further, if the Company issues additional
equity or debt securities, stockholders may experience additional dilution or the new equity securities may have rights, preferences
or privileges senior to those of existing holders.

 Results
from Operations

 Our
results of operations for the years ended June 30, 2023 and 2022 are summarized below:

 June 30, 2023

 June 30, 2022

 Gross revenues

 $
 17,000

 $
 124,506

 Cost of goods sold

 -

 13,000

 Total Operating expenses

 540,212

 610,794

 Loss from Operations

 (523,212
)

 (499,288
)

 Other income (expense)

 (510,828

)

 (779,027
)

 Net Loss

 (1,034,040
)

 (1,278,315
)

 Net loss per share- basic and diluted

 $
 (0.00
)

 $
 (0.00
)

 Revenues

 Since
our inception on January 20, 1999, we have generated minimal revenue from our operations. We cannot guarantee we will be successful
in our business operations. We have limited financial resources and limited operations until such time that we are able to begin to
generate revenue from our own operations. Our business is subject to risks inherent in the establishment of a new business plan
through the subsequent acquisition of Fox Trott Tango, LLC, including the financial risks associated with the limited capital
resources currently available to us and risks associated with the implementation of our business strategies.

 For
the years ended June 30, 2023 and 2022, we generated $17,000 and $124,506 in revenue, respectively. Our revenue for the year ended
June 30, 2023 was entirely comprised from consulting services. Our revenue for the year ended June 30, 2022 was comprised of consulting
services and sales of Sculptbaby products. We do not anticipate generating any further revenue from the sale of Sculptbaby
products.

 For
the years ended June 30, 2023 and 2022, our cost of goods sold was $0
and $13,000, respectively. The makeup of the cost of goods sold for the year ended June 30, 2022 was 100% comprised of costs for the sale
of the Company's Sculpt Baby product.

 Operating
Expenses

 Our
operating expenses were $540,212 and $610,794 for the years ended June 30, 2023
and 2022, respectively. The decrease in operating expenses for the year ended June 30, 2023 is largely attributable to a decrease
in selling, general and administrative expenses and consulting services.

 We
incurred $0 and $0 in advertising expenses for the years ended June 30, 2023 and 2022, respectively.

 We
incurred $378,634 and $328,237 in officer and director related compensation for the years ended June 30, 2023 and 2022,
respectively.

 Loss
from Operations

 The
Company's loss from operations increased to ($523,212) for the year ended June 30, 2023 from ($499,288) for the year ended June
30, 2022, an increase of $23,924. The increase in loss from operations is largely attributable to an increase in officer and director
compensation and professional services.

 Other
Income (Expenses)

 Other
income (expenses) were ($510,828) for the year ended June 30, 2023 versus ($779,027) for the year ended June 30, 2022. The
decrease in other expenses for the year ended June 30, 2023 is largely attributable to a decrease in amortization of debt discount expense
and no impairment of goodwill or loss on issuance of convertible notes as compared to the year ended June 30, 2022.

 Net (loss)

 For
the year ended June 30, 2023, our net loss decreased to ($1,034,040), as compared
to a net loss of ($1,278,315) for the year ended June 30, 2022, a decrease of $244,275. The decrease in net loss is largely attributable
to the Company's decrease in other income (expenses).

 Liquidity
and Capital Resources

 Cash
on Hand

 Our
cash on hand as of June 30, 2023 and June 30, 2022, was $18,300 and $324,494,
respectively.

 We
currently have no external sources of liquidity such as arrangements with credit institutions or off-balance sheet arrangements that
will have or are reasonably likely to have a current or future effect on our financial condition or immediate access to capital.

 We
are dependent on the sale of our securities or issuance of debt to fund our operations and will remain so until we generate sufficient
revenues to pay for our operating costs. Our officers and directors have made no written commitments with respect to providing a source
of liquidity in the form of cash advances, loans and/or financial guarantees.

 If
we are unable to raise the funds, we will seek alternative financing through means such as borrowings from institutions or private individuals.
There can be no assurance that we will be able to raise the capital we need for our operations from the sale of our securities. We have
not located any sources for these funds and may not be able to do so in the future. We expect that we will seek additional financing
in the future. However, we may not be able to obtain additional capital or generate sufficient revenues to fund our operations. If we
are unsuccessful at raising sufficient funds, for whatever reason, to fund our operations, we may be forced to cease operations. If we
fail to raise funds, we expect that we will be required to seek protection from creditors under applicable bankruptcy laws.

 Our
independent registered public accounting firm has expressed doubt about our ability to continue as a going concern and believes that
our ability is dependent on our ability to implement our business plan, raise capital and generate revenues. Please see NOTE
M- GOING CONCERN UNCERTAINTY for further information.

 Notes
payable, third parties

 Our
Notes payable third parties were $390,000 and $387,500 as of June 30, 2023, and June 30, 2022, respectively. Please see NOTE H –
NOTES PAYABLE, THIRD PARTIES for a full schedule of all notes payable to third parties, including issue date, maturity date and interest
rate.

 Loans
payable, related parties

 Our
loans payable, related party was $2,250 and $2,250 as of June 30, 2023 and June 30, 2022, respectively.

 Our
cash flows for the years ended June 30, 2023 and 2022 are summarized below:

 Year
 Ended

 June

 Year
 Ended

 June

 Cash (used in) provided by:

 Operating
 activities

 $

 (392,437

)

 $

 (484,410

)

 Investing activities

 (15,000

)

 (350,000

)

 Financing activities

 101,243

 1,102,604

 Net
 increase (decrease) in Cash

 $

 (306,194

)

 $

 268,194

 Use
of Cash

 We
had net cash (used in) operating activities for the years ended
June 30, 2023 and June 30, 2022 of ($392,437) and ($484,410), respectively.

 We
had net cash (used in) investing activities for the years ended June 30,
2023 and June 30, 2022 of ($15,000) and ($350,000), respectively.

 We
had net cash provided by financing activities for the years ended June
30, 2023 and June 30, 2022 of $101,243 and $1,102,604, respectively.

 Item
7A. Quantitative and Qualitative Disclosures about Market Risk.

 We
are a smaller reporting company as defined by Rule 12b-2 of the Exchange Act and are not required to provide the information under this
item.

 Item
8. Financial Statements and Supplementary Data.

TO FINANCIAL STATEMENTS

 Financial
 Statements

 Page

 Report of Independent Registered Public Accounting Firm (PCAOB ID: 5525)

 Consolidated Balance Sheets as of June 30, 2023 and 2022

 Consolidated Statements of Operations for the years ended June 30, 2023
and 2022

 Consolidated Statements of Stockholders' (Deficiency) for the years
ended June 30, 2023 and 2022

 Consolidated Statements of Cash Flows for the years ended June 30, 2023
and 2022

 Notes
 to Consolidated Financial Statements

to F-33

 REPORT
OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

 To
the Board of Directors and Shareholders of Global Technologies, Ltd.

 Opinion
on the Financial Statements

 We
have audited the accompanying consolidated balance sheets of Global Technologies,
Ltd. and Subsidiaries ("the Company") as of June 30, 2023 and 2022, and the related consolidated statements of operations,
stockholders' (deficiency), and cash flows for each of the years in the two-year period ended June 30, 2023, and the related notes
(collectively referred to as the financial statements). In our opinion, the financial statements present fairly, in all material respects,
the financial position of the Company as of June 30, 2023 and 2022 and the results of its operations and its cash flows for each of the
years in the two-year period ended June 30, 2023, in conformity with accounting principles generally accepted in the United States of
America.

 Going
Concern

 The
accompanying financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note
M to the financial statements, the Company has a history of net losses, an accumulated deficit, and negative cash flows from operations.
These factors, among others, raise substantial doubt about the Company's ability to continue as a going concern. Management's
plans in regard to these matters are also described in Note M. The financial statements do not include any adjustments that might result
from the outcome of this uncertainty.

 Basis
for Opinion

 These
financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on the Company's
financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board
(United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities
laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

 We
conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Company
is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits,
we are required to obtain an understanding of internal control over financial reporting, but not for the purpose of expressing an opinion
on the effectiveness of the Company's internal control over financial reporting. Accordingly, we express no such opinion.

 Our
audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error
or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding
the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant
estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits
provide a reasonable basis for our opinion.

 Critical
Audit Matters

 The
critical audit matters communicated below are matters arising from the current period audit of the financial statements that were communicated
or required to be communicated to the audit committee and that: (1) relate to accounts or disclosures that are material to the financial
statements and (2) involved our especially challenging, subjective, or complex judgments. The communication of critical audit matters
does not alter in any way our opinion on the financial statements, taken as a whole, and we are not, by communicating the critical audit
matters below, providing separate opinions on the critical audit matters or on the accounts or disclosures to which they relate.

 F- 1

 Potential
Discontinued Operations – Refer to Notes A and N to the Financial Statements

 The
Company has several subsidiaries with varied business operations and acquired additional companies subsequent to June 30, 2023. There
is potential that one or more of the subsidiaries during the year under audit may have discontinued operations which would require additional
disclosures and may materially impact the presentation on the financial statements. Determination of the status of the subsidiaries'
operations is potentially subject to judgment and estimation.

 How
the Critical Audit Matter Was Addressed in the Audit

 Addressing
the matter involved performing procedures and evaluating audit evidence in connection with forming our overall opinion on the financial
statements. These procedures included:

 Review
 of underlying agreements and documentation for evidence that deconsolidation, assets are
 held for sale, or abandonment has occurred.

 Determination
 if it appears reasonable that the entities and related assets are available for future operations.

 Assessment
 of any potential material impact to the financial statements and related disclosures in the
 qualitative or quantitative sense.

 Fruci & Associates II, PLLC – PCAOB ID #05525

 We
have served as the Company's auditor since 2019.

 Spokane,
Washington

 December
28, 2023

 F- 2

 CONSOLIDATED
BALANCE SHEETS

 June

 June

 ASSETS

 CURRENT ASSETS

 Cash and cash
 equivalents

 $
 18,300

 $
 324,494

receivable

 -

 5,000

 Accrued interest receivable

 -

 7,521

 Loan
 receivable, other

 -

 18,380

 Total current assets

 18,300

 355,395

 Property and equipment, less accumulated depreciation
 of $ 18,611 and $ 13,419

 17,752

 22,944

 Notes receivable

 -

 350,000

 Deposit on building

 15,000

 -

 Total other assets

 32,752

 372,944

 TOTAL ASSETS

 $
 51,052

 $
 728,339

 LIABILITIES AND STOCKHOLDERS'
 DEFICIENCY

 CURRENT LIABILITIES

 Accounts payable

 $
 31,657

 $
 15,562

 Accrued interest

 74,984

 47,839

 Notes payable-third parties

 390,000

 387,500

 Loans payable, related
 party

 2,250

 2,250

 Debt discounts

 -

 ( 49,863
)

 Derivative liability

 1,180,680

 1,272,799

 Total current liabilities

 1,679,571

 1,676,087

 TOTAL LIABILITIES

 $
 1,679,571

 $
 1,676,087

 Commitments and contingencies

 -

 -

 Mezzanine Equity:

 Common stock to be issued upon conversion of Series L Preferred Stock

 2,899,488

 -

 Total mezzanine equity

 2,899,488

 -

 STOCKHOLDERS' DEFICIENCY

 Preferred stock; 5,000,000 shares authorized,
 $.01 par value:

 $

 $

 Series K; 3 shares authorized,
 par value $ 0.01, as of June 30, 2023 and 2022, there are 3 and 3 shares outstanding, respectively

 -

 -

L; 500,000
 shares authorized, par value $ 0.01,
as of June 30, 2023 and 2022, there are 294 and 276
 shares outstanding, respectively

 stock value

stock; 14,991,000,000 shares
authorized, $.0001 par
value, as of June 30, 2023 and 2022, there are 14,488,440,097 and 13,785,662,319
 shares outstanding, respectively

 1,448,844

 1,378,566

 Additional paid- in capital
 Class A common stock

 159,999,238

 162,732,907

 Additional paid- in capital
 preferred stock

 1,472,285

 1,385,113

 Common stock to be issued

 30,000

 -

 Accumulated
 deficit

 ( 167,478,377
)

 ( 166,444,337
)

 Total stockholders'
 deficiency

 ( 4,528,007
)

 ( 947,748
)

 TOTAL LIABILITIES AND
 STOCKHOLDERS' DEFICIENCY

 $
 51,052

 $
 728,339

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

 F- 3

 CONSOLIDATED
STATEMENTS OF OPERATIONS

 For

 2023

 2022

 Revenue earned:

 Revenue

 $
 17,000

 $
 124,506

 Cost of goods sold

 -

 13,000

 Gross profit

 17,000

 111,506

 Operating Expenses

 Officer and director compensation,
 including stock-based compensation of $ 0 and $ 0, respectively

 378,634

 328,237

 Consulting services

 -

 37,800

 Depreciation expense

 5,192

 5,193

 Professional services, including stock-based fees of $ 75,000 and $ 0, respectively

 122,800

 92,145

 Selling,
 general and administrative

 33,586

 147,419

 Total operating expenses

 540,212

 610,794

 Loss from operations

 ( 523,212
)

 ( 499,288
)

 Other income (expense)

 Gain
 (expense) on derivative liability

 ( 67,799
)

 ( 51,274
)

 Interest
 (expense) income

 ( 7,521

)

 7,521

 Forgiveness of debt and accrued interest

 -

 449,293

 Impairment of goodwill

 -

 ( 473,323
)

 Write-off of note receivable and accounts receivable

 ( 355,000

)

 -

 Interest expense

 ( 30,645
)

 ( 46,347
)

 Default principal and interest
 expense

 -

 ( 22,383
)

 Loss on issuance of convertible
 notes

 -

 ( 217,392
)

 Amortization
 of debt discounts

 ( 49,863
)

 ( 425,122
)

 Total other income (expense)

 ( 510,828
)

 ( 779,027
)

 Loss before provision for income taxes

)

)

 Provision for income
 taxes

 -

 -

 Net loss

 $
)

 $
)

 Basic and diluted loss
 per common share

 $
 ( 0.00
)

 $
 ( 0.00
)

 Weighted average common shares outstanding
 – basic and diluted

 14,431,158,384

 12,337,881,004

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

 F- 4

 CONSOLIDATED
STATEMENTS OF STOCKHOLDERS' (DEFICIENCY)

 For

 Issued

 Capital

 Deficit

 Total

 Series K Preferred

 Series L Preferred

 Common Stock
 to

 Additional

 stock

 stock

 Stock

 be

 Paid
 in

 Accumulated

 Issued

 Capital

 Deficit

 Total

 Balances on June 30, 2021

 $
 -

 $

 14,680,293,609

 $
 1,468,029

 144,803

 $
 162,508,124

 $
 ( 165,166,022
)

 $
 ( 1,045,063
)

 Return
of common shares as per court order

 -

 -

 -

( 2,991,000,000

)

 ( 299,100
)

 -

 299,100

 -

 -

 Return
of common shares

 -

 -

 -

 ( 390,000,000
)

 ( 39,000
)

 68,000

 ( 29,000

)

 -

 -

 Issuance of replacement common shares

 -

 -

 -

 -

 1,100,000,000

 110,000

 ( 110,000

)

 -

 -

 -

of common stock for shares purchased through Regulation A offering

 -

 -

 -

 -

 610,133,333

 61,013

 -

 854,187

 -

 915,200

 Issuance of common stock to noteholders
in satisfaction of principal and interest

 -

 -

 -

 -

 649,560,553

 64,957

 -

 395,473

 -

 460,430

 Conversion of 3 Series L Preferred stock for 300,000,000 common stock

 Conversion of 3 Series L Preferred stock for 300,000,000 common stock,shares

 Issuance of Series L Preferred stock in satisfaction of professional fees

 Issuance of Series L Preferred stock in satisfaction of professional fees, shares

 Issuance of Series L Preferred stock in satisfaction of related party debt

 Issuance of Series L Preferred stock in satisfaction of related party debt, shares

 Cashless exercise of warrant

 -

 -

 -

 -

 126,674,824

 12,667

 -

 ( 12,667

)

 -

 -

 Issuance of Series L Preferred shares

 -

 -

 -

 -

 -

 ( 102,803

)

 102,803

 -

 -

 Net loss for the year ended June 30, 2022

 -

 -

 -

 -

 -

 -

 -

 -

)

)

 Balances on June 30, 2022

 $
 -

 $

 13,785,662,319

 $
 1,378,566

 $
 -

 $
 164,118,020

 $
 ( 166,444,337
)

 $
 ( 947,748
)

 Balances on June 30, 2022

 $
 -

 $

 13,785,662,319

 $
 1,378,566

 -

 $
 164,118,020

 $
 ( 166,444,337
)

 $
 ( 947,748
)

 of common stock to a noteholder in satisfaction of principal and interest

 -

 -

 -

 -

 702,777,778

 70,278

 -

 180,820

 -

 251,098

 Conversion
 of 3 Series L Preferred stock for 300,000,000
 common stock to be issued

 -

 -

 ( 3
)

 -

 -

 -

 30,000

 ( 30,000
)

 -

 -

of Series L Preferred stock in satisfaction of professional fees

 -

 -

 -

 -

 75,000

 -

 75,000

 Issuance of Series L Preferred stock in satisfaction
 of related party debt

 -

 -

 -

 -

 27,171

 -

 -

 Common stock to be issued upon conversion of Series L Preferred Stock

 -

 -

 -

 -

 -

 -

 -

 ( 2,899,488
)

 -

 ( 2,899,488
)

 Net loss for the year
 ended June 30, 2023

 -

 -

 -

 -

 -

 -

 -

 -

)

)

 Balances on June 30, 2023

 $
 -

 $

 14,488,440,097

 $
 1,448,844

 $
 30,000

 $
 161,471,523

 $
 ( 167,478,377
)

 $
 ( 4,528,007
)

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

 F- 5

 CONSOLIDATED
STATEMENTS OF CASH FLOWS

 For

 June

 June

 OPERATING
 ACTIVITIES:

 Net
 (loss)

 $
)

 $
)

 Adjustment
 to reconcile net loss to net cash provided by operating activities:

 of common stock for stock-based professional fees

 75,000

 -

 Issuance of Series L preferred stock in settlement of related party accounts
due

 27,171

 -

 Derivative
 liability (gain) loss

 67,799

 51,274

 Forgiveness
 of debt and accrued interest

 -

 ( 449,293
)

 Loss
 on issuance of note payable

 -

 217,372

 Write-off of note, accrued interest
 receivable and accounts receivable

 369,838

 -

 Impairment
 of goodwill

 -

 473,323

 Depreciation

 5,192

 5,193

 Amortization
 of debt discounts

 49,863

 425,122

 Changes
 in operating assets and liabilities:

 and loans receivable

 -

 ( 31,218
)

 Prepaid
 director's compensation

 -

 12,000

 payable

 16,095

 11,439

 Accrued
interest

 30,645

 78,693

 Net
 cash (used in) operating activities

 ( 392,437
)

 ( 484,410
)

 INVESTING
 ACTIVITIES:

 Deposit on building

 ( 15,000)

 -

 Note receivable

 -

 ( 350,000
)

 Net
 cash (used in) investing activities

 ( 15,000
)

 ( 350,000
)

 FINANCING
 ACTIVITIES:

 Borrowings
 from loans payable officer

 11,243

 -

 Issuance of stock for Regulation A financing

 -

 915,200

 Proceeds
 from notes payable-third parties

 90,000

 -

 Payments under notes payable

 -

 ( 26,597
)

 Borrowings
 from notes payable

 -

 223,750

 Payments on related party loans

 -

 ( 9,749
)

 Net
 cash provided by financing activities

 101,243

 1,102,604

 NET
 (DECREASE) INCREASE IN CASH AND CASH EQUIVALENTS

 ( 306,194
)

 268,194

 CASH
 AND CASH EQUIVALENTS, BEGINNING OF PERIOD

 324,494

 56,300

 CASH
 AND CASH EQUIVALENTS, END OF PERIOD

 $
 18,300

 $
 324,494

 Supplemental
 Disclosures of Cash Flow Information:

 Taxes
 paid

 $
 -

 $
 -

 Interest
 paid

 $
 -

 $
 -

 Non-cash
 investing and financing activities:

 Cancellation of common stock as per court order

 $
 -

 $
 299,100

 Cancellation of common stock to be issued

 $
 -

 $
 212,803

 of common stock for debt

 $
 251,098

 $
 411,119

 of Series L Preferred stock for payment of professional services

 $
 75,000

 $
 -

of common stock for return of Series L Preferred stock

 $
 -

 $
 102,803

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

 F- 6

 NOTES

 For

 NOTE
A – ORGANIZATION

 Overview

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 Annual Report on Form 10-K. We have included our website address in this
Annual Report solely as an inactive textual reference.

 Current
Operations

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.

 F- 7

 NOTES

 For

 NOTE A – ORGANIZATION (cont'd)

 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.

 About
911 Help Now, LLC

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. MOM's website can
be found at www.marketsonmain.com.

 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. As the Company elected to terminate the Share Exchange Agreement with Tersus Power, Inc. (Nevada), it does not anticipate
any operations under its wholly owned subsidiary.

 F- 8

 NOTES

 For

 NOTE A – ORGANIZATION (cont'd)

 Consulting
Services

 On
January 12, 2022, the Company entered into a Fee Agreement (the "Agreement") for the preparation of a registration statement
on Form 1-A and all follow up correspondence with the appropriate regulatory agencies. The Company was fully compensated for its services
during the period ended March 31, 2022 and has fulfilled its obligations under the Agreement.

 On
February 1, 2022, the Company entered into a Letter Agreement (the "Agreement") with Donohoe Advisory Services, Inc. ("Donohoe")
to provide assistance to the Company in support of the Company's efforts to obtain a listing on a national securities exchange.
Under the terms of the Agreement, the Company shall pay Donohoe an initial retainer in the amount of $17,500 and if successful a "success
fee" in the amount of $ 10,000 in cash or registered shares of common stock. During the three months ended September 30, 2022, the
Company requested and received the balance of the retainer as it does not anticipate requiring any additional assistance from Donohoe.

 On
February 5, 2022, the Company entered into a Fee Agreement (the "Agreement") for the preparation of a registration statement
on Form 1-A and all follow up correspondence with the appropriate regulatory agencies. As of March 31, 2023, the Company has initiated
the work to be completed under the Agreement but is awaiting additional information from its client.

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

 During
the three months ended March 31, 2023, the Company received notification from FINRA that the proposed corporate action submission,
as noted within the Tersus Power Share Exchange Agreement, had passed the allotted time for the corporate action to become
effective. The Company is in the process of refiling the same corporate action. The delay on the corporate action becoming effective
has required Tersus Power to seek alternate financing and to reevaluate its business plan. On May 24, 2023, the Company notified
Tersus Power that it has elected to terminate the Exchange Agreement as per section 5.1(a)(iv). Please see NOTE
F – NOTE RECEIVABLE for further information.

 F- 9

 NOTES

 For

 NOTE
B – BASIS OF PRESENTATION

 The
consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States
of America ("GAAP") for financial statements and with Form 10-K 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 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 consolidated financial statements contain all the adjustments necessary (consisting only of normal recurring accruals) to
present the financial position of the Company as of June 30, 2023 and the results of operations, changes in stockholders' equity,
and cash flows for the periods presented.

 As of June 30, 2023, Global
Technologies had five wholly owned subsidiaries: TCBM Holdings, LLC ("TCBM"), HMNRTH, LLC ("HMNRTH"), 911 Help
Now, LLC ("911"), Markets on Main, LLC ("MOM") and Tersus Power, Inc. ("Tersus"). As of June 30, 2023,
the Company had a minority investment in one entity, Global Clean Solutions, LLC.

 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.

 Principles
of Consolidation

 The consolidated financial statements include the accounts of Global Technologies
and its wholly owned subsidiaries. All inter-company balances and transactions have been eliminated in consolidation.

 Cash
Equivalents

 Investments
having an original maturity of 90 days or less that are readily convertible into cash are considered to be cash equivalents. For the
periods presented, the Company had no cash
equivalents. The Company has cash on deposit at one financial institution which, at times, may be in excess of Federal Deposit
Insurance Corporation ("FDIC") insurance limits. The Company has not experienced losses in such accounts and
periodically evaluates the creditworthiness of its financial institutions. In the future, the Company may reduce its credit risk by
placing its cash and cash equivalents with major financial institutions. The Company had approximately $ 18,300
of cash and cash equivalents on June 30, 2023 of which none was held in foreign bank accounts and $ 0
was not covered by FDIC insurance limits as of June 30, 2023.

Receivable and Allowance for Doubtful 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.

receivable – related party and allowance for doubtful 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 creditworthiness
and current economic trends. Accounts are written off after exhaustive efforts at collection.

 Concentrations
of Risks

of Accounts Receivable – On June 30, 2023, the Company had $ -
in accounts receivable. At June 30, 2023, the Company elected to write-off $ 5,000 in accounts receivable from one client the Company
was providing consulting services. On June 30, 2022, the Company had $ 5,000
in accounts receivable.

of Revenues – For the year ended June 30, 2023, one customer accounted for 100 % of the
Company's revenue. For the year ended June 30, 2022, two customers accounted for approximately 20 % of the Company's
revenue each.

 F- 10

 NOTES

 For

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

of Suppliers – The Company relies on a limited number of suppliers and contract manufacturers. In particular, a single
supplier is currently the sole manufacturer of the Company's CBD products.

of Loans Receivable, Other – On June 30, 2023 and 2022, the Company had $ -
and $ 18,380
outstanding in loans receivable, other,
respectively. On June 30, 2022, one borrower accounted for 100 %
of the Company's total loans receivable, other.

of Notes Receivable – The Company had notes receivable of $ -
and $ 350,000
on June 30, 2023 and 2022, respectively. On June 30, 2022, one borrower accounted for 100 %
of the Company's total notes receivable. Please see NOTE F – NOTE RECEIVABLE for further information.

 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 June 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.

 Financial
Instruments and Fair Value of Financial Instruments

 We
adopted ASC Topic 820, Fair Value Measurements and Disclosures, for assets and liabilities measured at fair value on a recurring
basis. ASC Topic 820 establishes a common definition for fair value to be applied to existing US GAAP that requires the use of fair value
measurements that establishes a framework for measuring fair value and expands disclosure about such fair value measurements.

 ASC
820 defines fair value as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction
between market participants at the measurement date. Additionally, ASC Topic 820 requires the use of valuation techniques that maximize
the use of observable inputs and minimize the use of unobservable inputs. These inputs are prioritized below:

 Level
 1:

 Observable
 inputs such as quoted market prices in active markets for identical assets or liabilities

 Level
 2:

 Observable
 market-based inputs or unobservable inputs that are corroborated by market data

 Level
 3:

 Unobservable
 inputs for which there is little or no market data, which require the use of the reporting entity's own assumptions.

 The
carrying value of financial assets and liabilities recorded at fair value is measured on a recurring or nonrecurring basis. Financial
assets and liabilities measured on a recurring basis are those that are adjusted to fair value each time a financial statement is prepared.
Financial assets and liabilities measured on a non-recurring basis are those that are adjusted to fair value when a significant event
occurs. Except for the derivative liability, we had no financial assets or liabilities carried and measured at fair value on a recurring
or nonrecurring basis during the periods presented.

 Derivative
Liabilities

 We
evaluate convertible notes payable, stock options, stock warrants and other contracts to determine if those contracts or embedded components
of those contracts qualify as derivatives to be separately accounted for under the relevant sections of ASC Topic 815-40, Derivative
Instruments and Hedging: Contracts in Entity's Own Equity.

 The
result of this accounting treatment could be that the fair value of a financial instrument is classified as a derivative instrument and
is marked-to-market at each balance sheet date and recorded as a liability. In the event that the fair value is recorded as a liability,
the change in fair value is recorded in the statement of operations as other income or other expense. Upon conversion or exercise of
a derivative instrument, the instrument is marked to fair value at the conversion date and then that fair value is reclassified to equity.
Financial instruments that are initially classified as equity that become subject to reclassification under ASC Topic 815-40 are reclassified
to a liability account at the fair value of the instrument on the reclassification date. Please see NOTE I - DERIVATIVE LIABILITY
 for further information.

 F- 11

 NOTES

 For

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

 Long-lived
Assets

 Long-lived
assets such as property and equipment and intangible assets are periodically reviewed for impairment. We test for impairment losses on
long-lived assets used in operations whenever events or changes in circumstances indicate that the carrying amount of the asset may not
be recoverable. Recoverability of an asset to be held and used is measured by a comparison of the carrying amount of an asset to the
future undiscounted cash flows expected to be generated by the asset. If such asset is considered to be impaired, the impairment to be
recognized is measured by the amount by which the carrying amount of the asset exceeds its fair value. Impairment evaluations involve
management's estimates on asset useful lives and future cash flows. Actual useful lives and cash flows could be different from
those estimated by management which could have a material effect on our reporting results and financial positions. Fair value is determined
through various valuation techniques including discounted cash flow models, quoted market values and third-party independent appraisals,
as considered necessary.

 Accounting
for Investments - The Company accounts for investments based upon the type and nature of the investment and the availability of current
information to determine its value. Investments in marketable securities in which there is a trading market will be valued at market
value on the nearest trading date relative to the Company's financial reporting requirements. Investments in which there is no
trading market from which to obtain recent pricing and trading data for valuation purposes will be valued based upon management's
review of available financial information, disclosures related to the investment and recent valuations related to the investment's
fundraising efforts.

 Marketable
Equity Securities

 Marketable
equity securities are stated at lower of cost or market value with unrealized gains and losses included in operations. The Company has
classified its marketable equity securities as trading securities.

 Deferred
Financing Costs

 Deferred
financing costs represent costs incurred in the connection with obtaining debt financing. These costs are amortized ratably and charged
to financing expenses over the term of the related debt.

 Revenue
recognition

 Generally,
the Company considers all revenues as arising from contracts with customers. Revenue is recognized based on the five-step process outlined
in the Accounting Standards Codification ("ASC") 606:

 Step
1 – Identify the Contract with the Customer – A contract exists when (a) the parties to the contract have approved the contract
and are committed to perform their respective obligations, (b) the entity can identify each party's rights regarding the goods
or services to be transferred, (c) the entity can identify the payment terms for the goods or services to be transferred, (d) the contract
has commercial substance and it is probably that the entity will collect substantially all of the consideration to which it will be entitled
in exchange for the goods or services that will be transferred to the customer.

 Step
2 – Identify Performance Obligations in the Contract – Upon execution of a contract, the Company identifies as performance
obligations each promise to transfer to the customer either (a) goods or services that are distinct, or (b) a series of distinct goods
or services that are substantially the same and have the same pattern of transfer to the customer. To the extent a contract includes
multiple promised goods or services, the Company must apply judgement to determine whether the goods or services are capable of being
distinct within the context of the contract. If these criteria are not met, the goods or services are accounted for as a combined performance
obligation.

 Step
3 – Determine the Transaction Price – When (or as) a performance obligation is satisfied, the Company shall recognize as
revenue the amount of the transaction price that is allocated to the performance obligation. The contract terms are used to determine
the transaction price. Generally, all contracts include fixed consideration. If a contract did include variable consideration, the Company
would determine the amount of variable consideration that should be included in the transaction price based on expected value method.
Variable consideration would be included in the transaction price, if in the Company's judgement, it is probable that a significant
future reversal of cumulative revenue under the contract would not occur.

 Step
4 – Allocate the Transaction Price – After the transaction price has been determined, the next step is to allocate the transaction
price to each performance obligation in the contract. If the contract only has one performance obligation, the entire transaction price
will be applied to that obligation. If the contract has multiple performance obligations, the transaction price is allocated to the performance
obligations based on the relative standalone selling price (SSP) at contract inception.

 Step
5 – Satisfaction of the Performance Obligations (and Recognize Revenue) – Revenue is recognized when (or as) goods or services
are transferred to a customer. The Company satisfies each of its performance obligations by transferring control of the promised good
or service underlying that performance obligation to the customer. Control is the ability to direct the use of and obtain substantially
all of the remaining benefits from an asset. It includes the ability to prevent other entities from directing the use of and obtaining
the benefits from an asset. Indicators that control has passed to the customer include: a present obligation to pay; physical possession
of the asset; legal title; risks and rewards of ownership; and acceptance of the asset(s). Performance obligations can be satisfied at
a point in time or overtime.

 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.

 F- 12

 NOTES

 For

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

 Stock-Based

 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 years ended June 30, 2023 and 2022, the Company excluded 21,900,000,000
and 3,717,213,115,
respectively, shares relating to convertible notes payable to third parties and shares issuable upon conversion of the Company's Series L Preferred stock.

 F- 13

 NOTES

 For

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

 Recently
Enacted Accounting Standards

 In
June 2016, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update ("ASU") No. 2016-13,
"Financial Instruments—Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments" ("ASU
2016-13"). Financial Instruments—Credit Losses (Topic 326) amends guideline on reporting credit losses for assets held at
amortized cost basis and available-for-sale debt securities. For assets held at amortized cost basis, Topic 326 eliminates the probable
initial recognition threshold in current GAAP and, instead, requires an entity to reflect its current estimate of all expected credit
losses. The allowance for credit losses is a valuation account that is deducted from the amortized cost basis of the financial assets
to present the net amount expected to be collected. For available-for-sale debt securities, credit losses should be measured in a manner
similar to current GAAP, however Topic 326 will require that credit losses be presented as an allowance rather than as a write-down.
ASU 2016-13 affects entities holding financial assets and net investment in leases that are not accounted for at fair value through net
income. The amendments affect loans, debt securities, trade receivables, net investments in leases, off balance sheet credit exposures,
reinsurance receivables, and any other financial assets not excluded from the scope that have the contractual right to receive cash.
The amendments in this ASU will be effective for fiscal years beginning after December 15, 2019, including interim periods within those
fiscal years. We are currently evaluating the impact of the adoption of ASU 2016-13 on our financial statements.

 In
August 2020, the FASB issued ASU 2020-06, "Debt – Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives
and Hedging – Contracts in Entity's Own Equity (Subtopic 815-40)". This ASU reduces the number of accounting models
for convertible debt instruments and convertible preferred stock. As well as amend the guidance for the derivatives scope exception for
contracts in an entity's own equity to reduce form-over-substance-based accounting conclusions. In addition, this ASU improves
and amends the related EPS guidance. This standard is effective for us on 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.

has evaluated other recently issued accounting pronouncements and does not believe that any of these pronouncements will have a significant
impact on our consolidated financial statements and related disclosures.

 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.

 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 on a semi-annual
and annual basis.

 Intangible
Assets

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

 F- 14

 NOTES

 For

 NOTE
D – ACQUISITION OF TCBM HOLDINGS, LLC

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

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

 SCHEDULE OF FAIR VALUE OF NET ASSETS ACQUIRED

 Book
 Value

 Fair
 Value

 Difference

 Cash

 $
 546,411

 $
 546,411

 $
 -

 Inventory

 70,580

 70,580

 -

 Property
 and Equipment

 -

 Total

 $
 653,354

 $
 653,354

 $
 -

and Intangibles

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

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

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

 Acquisitions

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

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

 SCHEDULE OF ASSETS ACQUIRED

 Assets
 acquired

 As
 of

 November
 30, 2019

 Cash

 $
 546,411

 Inventory
 (i)
 (i)

 70,580

 Property,
 plant and equipment (ii)
 (ii)

 Assets
 acquired excluding goodwill

 653,354

 (iii)
 (iii)

 1,346,646

 Total
 purchase price

 $
 2,000,000

 (i)

 Inventories
 acquired were sold on March 11, 2020

 (ii)

 Property,
 plant and equipment acquired includes computers, software and other office equipment.

 (iii)

 is recorded when the cost of acquired businesses exceeds the fair value of the identifiable net assets acquired.

 The
changes in the carrying amount of goodwill for the period from November 30, 2019 through June 30, 2023 were as follows:

 SCHEDULE OF GOODWILL

 as of November 30, 2019

 $
 1,346,646

 Additions
 and adjustments

 ( 1,346,646
)

 as of June 30, 2023

 $
 -

 For
the years ended June 30, 2023 and 2022, the Company recorded an impairment of goodwill in the amount of $ 0 and $ 473,323, respectively.
 During the fourth quarter of fiscal 2021 (second calendar quarter of 2021), the Company performed
an interim goodwill impairment analysis on the TCBM Holdings, LLC acquisition and its $ 946,646 goodwill balance based on assessed potential
indicators of impairment, including recent disruptions to the domestic CBD market resulting from the COVID-19 pandemic, the increasing
uncertainty of near-term demand requirements, supply constraints and financing constraints. In the previous 2020 annual goodwill impairment
evaluation, this reporting unit had a fair value of approximately 100% of the carrying value. The impairment assessment and valuation
method require the Company to make estimates and assumptions regarding future operating results, cash flows, changes in working capital
and capital expenditures, selling prices, profitability, and the cost of capital. As a result of the goodwill impairment
evaluation, the Company determined that the fair value of the TCBM Holdings, LLC acquisition was below carrying value, including goodwill,
by $ 473,323. This was primarily due to changes in the timing and amount of expected cash flows resulting from lower projected revenues,
profitability and cash flows due to near-term reductions in the domestic CBD market. Consequently, during the fourth quarter of 2022,
the Company recorded a $ 473,323 impairment charge for the partial impairment of the TCBM Holdings, LLC acquisition goodwill.

 F- 15

 NOTES

 For

 NOTE
E - PROPERTY AND EQUIPMENT

 SCHEDULE OF PROPERTY AND EQUIPMENT

 June

 June

 Property
 and Equipment (i)

 $

 $

 Less:
 accumulated depreciation (ii)

 ( 18,611
)

 ( 13,419
)

 Total

 $
 17,752

 $
 22,944

 (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 years ended June 30, 2023 and 2022 was $ 5,192 and $ 5,193, respectively.

 NOTE F – NOTE
RECEIVABLE

 SCHEDULE OF NOTE RECEIVABLE

 June

 June

 Note receivable- Tersus Power, Inc.

 $
 -

 $
 350,000

 Total

 $
 -

 $
 350,000

 (i)

 On December 14, 2021, the
 Company, was issued a Senior Secured Promissory Note (the "Note") in the principal amount of $ 500,000 by
 Tersus Power, Inc. (the "Borrower"). The
 Note shall bear interest at 5 %
 annually, be amortized over 25 years and the Borrower shall pay the full amount of principal and interest in one balloon payment
 on December
 14, 2026 (the "Maturity Date"). The Note is secured, through a Security Agreement, by all current and
 future assets of the Borrower. The Lender shall advance the Borrower funds, up to $ 500,000,
 prior to the closing of the proposed merger between the Lender and the Borrower. The first tranche, in the amount of $ 37,500,
 was advanced by the Lender on December 14, 2021. As of June 30, 2023, the Company has advanced the Borrower $ 350,000.

 (ii)

 The convertible note receivable is considered available for sale debt
 securities with a private company that is not traded in active markets. Since observable price quotations were not available at acquisition,
 fair value was estimated based on cost less an appropriate discount upon acquisition. The discount of each instrument is accreted
 into interest income over the respective term as shown within the Company's Condensed Consolidated Statements of Operations.

 (iii)

 At June 30, 2023, the Company elected to write-off the note receivable and all accrued interest as the Company elected
to terminate the Exchange Agreement
between the parties on May 24, 2023.

 NOTE
G – ACCRUED OFFICER AND DIRECTOR COMPENSATION

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

 SCHEDULE OF ACCRUED OFFICER AND DIRECTOR COMPENSATION

 June 30, 2023

 June 30, 2022

 to the July 1, 2021 Board of Directors Service Agreement

 $
 -

 $
 -

 Total

 $
 -

 $
 -

 For
the years ended June 30, 2023 and 2022, the balance of accrued officer and director compensation changed as follows:

 SCHEDULE OF CHANGES IN ACCRUED OFFICER AND DIRECTOR COMPENSATION

 to

 Employment

 Agreements
 (ii)(iii)

 to

 Board
 of

 Directors

 Services

 Agreements
 (i)(iv)

 Total

 Balances
 on June 30, 2021

 $

 -

 $

 -

 $

 -

 Officer's/director's
 compensation for the year ended June 30, 2021 (including stock-based compensation of $ 40,000 accrued as Stock to be Issued)

 -

 Cash
 compensation

 -

 ( 80,000
)

 ( 80,000
)

 Balances
 on June 30, 2022

 -

 -

 -

 Officer's/director's
compensation for the year ended June 30, 2023

 298,634

 Cash
 compensation

 ( 298,634
)

 ( 80,000
)

 ( 80,000
)

 Balances
 on June 30, 2023

 $
 -

 $
 -

 $
 -

 (i)

 On
 July 1, 2021, the Company executed a new Board of Directors Service Agreement with the Company's former Chief Executive
 Officer, Jimmy Wayne Anderson. Under the terms of the Agreement, Mr. Anderson received a one-time bonus payment of Fifty Thousand
 and no/100 dollars ($ 50,000.00)
 upon execution of the Agreement, and Twenty Thousand and no/100 dollars ($ 20,000.00)
 paid to Mr. Anderson on the last calendar day of each quarter as long as Mr. Anderson continued to fulfill his duties and provide
 the services set forth above. The compensation of $ 20,000 per
 quarter commenced during the third calendar quarter of 2021 (first fiscal quarter of 2022). On May 17, 2023, Mr. Anderson resigned in his role as an officer and director
of the Company.

 (ii)

 On July 28, 2022, the
 Company's Board of Directors elected to compensate Mr. Anderson as Mr. Anderson has served as the Company's sole officer
 and director since December 2018 and has not been under an employment agreement. As such, the Company compensated Mr. Anderson a
 total of $ 294,467
 during the first quarter of fiscal 2023. In addition to cash compensation received by Mr. Anderson, the
Company also reimbursed Mr. Anderson $ 28,056 for expenses paid on behalf of the Company.

 (iii)

 On May 17, 2023, the Company entered into an Employment Agreement (the
"Agreement") with Fredrick 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 was effective as of May 17, 2023.

 (iv)

 As of June 30, 2023, the Company has not entered into a Board of Directors
Service Agreement with Mr. Cutcher.

 F- 16

 NOTES

 For

 NOTE
H - NOTES PAYABLE, THIRD PARTIES

 Notes
payable to third parties consist of:

OF NOTES PAYABLE TO THIRD PARTIES

 June

 June

 Promissory Note dated January 20, 2021 payable to Tri-Bridge Ventures, LLC ("Tri-Bridge"), interest at 10 %,
 due January
 20, 2022, with unamortized debt discount
 of $ 0
 and $ 0
 at, June 30, 2023 and June 30, 2022, respectively
 (i)

 100,000

 100,000

 Promissory Note dated February 22, 2021 payable to Tri-Bridge Ventures, LLC ("Tri-Bridge"), interest at 10 %,
 due February
 22, 2022, with unamortized debt discount
 of $ 0
 and $ 0
 on June 30, 2023 and June 30, 2022, respectively
 (ii)

 200,000

 200,000

 Promissory Note dated January 13, 2022 payable to Sixth Street Lending, LLC ("Sixth Street"), interest at 8 %,
 due January
 13, 2023 with unamortized debt discount of
 $ 0
 and $ 23,613
 at, June 30, 2023 and June 30, 2022, respectively
 (iii)

 -

 43,750

 Promissory Note dated February 4, 2022 payable to Sixth Street Lending, LLC ("Sixth Street"), interest at 8 %,
 due February
 4, 2023 with unamortized debt discount of
 $ 0
 and $ 26,250
 at, June 30, 2023 and June 30, 2022, respectively
 (iv)

 -

 43,750

 Promissory Note dated May 31, 2023 payable to Hillcrest Ridgewood Partners, LLC ("Hillcrest"), interest at 8 %,
 due May
 31, 2024 with unamortized debt discount of
 $ 0 and $ 0
 at, June 30, 2023 and June 30, 2022, respectively
 (v)

 90,000

 -

 Totals

 $
 390,000

 $
 387,500

 F- 17

 NOTES

 For

 NOTE
H - NOTES PAYABLE, THIRD PARTIES (cont'd)

 (i)

 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. The Convertible Note shall accrue interest at 10 % per annum. The Convertible
Note was partially funded on January 27, 2021 in the amount of $ 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 %) of the lowest Trading Price (defined below) during the Valuation Period (defined below), and the Conversion Amount
shall be the amount of principal or interest electively converted in the Conversion Notice. The total number of shares due under any
conversion notice ("Notice Shares") will be equal to the Conversion Amount divided by the Conversion Price. On the date that
a Conversion Notice is delivered to Holder, the Company shall deliver an estimated number of shares ("Estimated Shares")
to Holder's brokerage account equal to the Conversion Amount divided by 50% of the Market Price. "Market Price" shall
mean the lowest of the daily Trading Price for the Common Stock during the twenty ( 20) Trading Day period ending on the latest complete
Trading Day prior to the Conversion Date. The "Valuation Period" shall mean twenty (20) Trading Days, commencing on the first
Trading Day following delivery and clearing of the Notice Shares in Holder's brokerage account, as reported by Holder ("Valuation
Start Date"). As of June 30, 2023, $ 100,000 principal plus $ 14,959 interest were due.

 (ii)

 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. The Convertible Note shall accrue interest at 10 % per annum. 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"). "Trading Price" means, for any security as of any date,
any trading price on the OTC Bulletin Board, or other applicable trading market (the "OTCBB") as reported by a reliable reporting
service ("Reporting Service") mutually acceptable to Maker and Holder (i.e. Bloomberg) or, if the OTCBB is not the principal
trading market for such security, the price of such security on the principal securities exchange or trading market where such security
is listed or traded. "Trading Day" shall mean any day on which the Common Stock is tradable for any period on the OTCBB,
or on the principal securities exchange or other securities market on which the Common Stock is then being traded. The Convertible Note
was funded on March 2, 2021. As of June 30, 2023, $ 200,000 principal plus $ 29,918 interest were due.

 ( iii)

 On
 January 13, 2022, the Company issued to Sixth Street Lending, LLC (the "Investor") a Convertible Promissory Note (the
 "Convertible Note") in the principal amount of $ 43,750.
 The Convertible Note has a term of one ( 1)
 year (Maturity Date of January 13, 2023) and bears interest at 8 % annually. The
 Convertible Note is convertible, in whole or in part, and at any time during the period beginning on the date which is one hundred
 eighty (180) days following the date of this Convertible Note and ending on the later of: (i) the Maturity Date and (ii) the date of
 payment of the Default Amount at the option of the holder. The "Variable Conversion Price" shall
 mean 61% multiplied by the Market Price (as defined herein) (representing a discount rate of 39%). "Market
 Price" means the lowest Trading Price (as defined below) for the Common Stock during the ten ( 10)
 Trading Day period ending on the latest complete Trading Day prior to the Conversion Date. "Trading Price" means, for
 any security as of any date, the closing bid price on the OTCQB, OTCQX, Pink Sheets electronic quotation system or applicable
 trading market (the "OTC") as reported by a reliable reporting service ("Reporting Service") designated by
 the Holder (i.e. Bloomberg) or, if the OTC is not the principal trading market for such security, the closing bid price of such
 security on the principal securities exchange or trading market where such security is listed or traded or, if no closing bid price
 of such security is available in any of the foregoing manners, the average of the closing bid prices of any market makers for such
 security that are listed in the "pink sheets." The transaction closed on January 14, 2022. As of June 30, 2023, the Convertible Note was paid in full.

 F- 18

 NOTES

 For

 NOTE
H - NOTES PAYABLE, THIRD PARTIES (cont'd)

 (iv)

 On
February 4, 2022, the Company issued to Sixth Street Lending, LLC (the "Investor") a Convertible Promissory Note (the "Convertible
Note") in the principal amount of $ 43,750.
The Convertible Note has a term of one ( 1)
year (Maturity Date of February 4, 2023) and bears interest at 8 % annually. The
Convertible Note is convertible, in whole or in part, and at any time during the period beginning on the date which is one hundred eighty
(180) days following the date of this Convertible Note and ending on the later of: (i) the Maturity Date and (ii) the date of payment
of the Default Amount at the option of the holder. The "Variable Conversion Price" shall mean 61% multiplied by the
Market Price (as defined herein) (representing a discount rate of 39%). "Market
Price" means the lowest Trading Price (as defined below) for the Common Stock during the ten ( 10)
Trading Day period ending on the latest complete Trading Day prior to the Conversion Date. "Trading Price" means, for
any security as of any date, the closing bid price on the OTCQB, OTCQX, Pink Sheets electronic quotation system or applicable trading
market (the "OTC") as reported by a reliable reporting service ("Reporting Service") designated by the Holder
(i.e. Bloomberg) or, if the OTC is not the principal trading market for such security, the closing bid price of such security on the
principal securities exchange or trading market where such security is listed or traded or, if no closing bid price of such security
is available in any of the foregoing manners, the average of the closing bid prices of any market makers for such security that are listed
in the "pink sheets." The transaction closed on February 7, 2022. As of June 30, 2023, the Convertible Note was paid in full.

 (v)

 On
 May 31, 2023, the Company issued to Hillcrest Ridgewood Partners, LLC (the "Investor")
 a Convertible Promissory Note (the "Convertible Note") in the principal amount of $ 90,000. The
 Convertible Note has a term of one (1) year, Maturity Date of May 31, 2024, and bears interest at 8 % per annum. Any Principal
 Amount or interest on this New Convertible Note which is not paid when due shall bear interest at the rate of the lesser of (i) eighteen
 percent ( 18 %) per annum and (ii) the maximum amount permitted by law from the due date thereof until the same is paid ("Default
 Interest"). 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 Holder. The per share conversion price into which Principal Amount
 and interest (including any Default Interest) under this New Convertible Note shall be convertible into shares of Common Stock hereunder
 (the "Conversion Price") shall equal $ 0.0001, subject to adjustment as provided in this New Convertible Note.

 Upon
 the occurrence of any Event of Default, this New Convertible Note shall become immediately due and payable, and the Company shall
 pay to the Holder, in full satisfaction of its obligations hereunder, an amount equal to the Principal Amount then outstanding plus
 accrued interest (including any Default Interest) through the date of full repayment multiplied by 150% (collectively the "Default
 Amount"), as well as all costs, including, without limitation, legal fees and expenses, of collection, all without demand,
 presentment or notice, all of which hereby are expressly waived by the Holder. The Holder shall be entitled to exercise all other
 rights and remedies available at law or in equity. The transaction closed on May 31, 2023.
 As of June 30, 2023, $ 90,000 principal plus $ 592 interest were due.

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

OF INTEREST FROM FORGIVENESS OF NOTES PAYABLE

 June
 30,

 2023

 June
 30,

 2022

 Forgiveness
 of Graphene Holdings, LLC principal and interest

 $

 -

 $
 449,293

 Total

 $
 -

 $
 449,293

 F- 19

 NOTES

 For

 NOTE
I - DERIVATIVE LIABILITY

 The
derivative liability on June 30, 2023 and June 30, 2022 consisted of:

OF DERIVATIVE LIABILITY

 June
 30,

 2023

 June
 30,

 2022

 Promissory Notes payable to Tri-Bridge Ventures, LLC. Please see NOTE H – NOTES PAYABLE, THIRD PARTIES for further information

 $
 1,180,680

 $
 1,023,744

 Promissory Note payable to Sixth Street Lending, LLC. Please see NOTE H – NOTES PAYABLE, RELATED PARTIES for further
 information

 -

 249,055

 Total
 derivative liability

 $
 1,180,680

 $
 1,272,799

 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 on June 30, 2023, and June 30, 2022 using the
Black Scholes option pricing model. Assumptions used for the calculation of the derivative liability of the Notes at June 30, 2023 were
(1) stock price of $ 0.0002
 per share, (2) conversion price of $ 0.00005
 per share, (3) term of 6
 months, (4) expected volatility of 305.48 %,
and (5) risk free interest rate of 5.47 %.
Assumptions used for the calculation of the derivative liability of the Notes at June 30, 2022 were (1) stock price of $ 0.0004
 per share, (2) conversion prices ranging from
$ 0.0001
 to $ 0.000122
 per share, (3) term of 6
 months to 8
 months, (4) expected volatility of 305.48 %,
and (5) risk free interest rate of 0.05 %
to 0.34 %.

 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):

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

 Level

 on June 30, 2021

 $
 1,007,577

 Additions

 -

 (Gain)
 Loss

 51,274

 Change
 resulting from conversions and payoffs

 213,948

 on June 30, 2022

 1,272,799

 (Gain)
 Loss

 ( 67,799
)

 Change
 resulting from conversions and payoffs

 ( 24,320
)

 on June 30, 2023

 $
 1,180,680

 NOTE
J - CAPITAL STOCK

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.
The designation of the new Series A 8% Convertible Preferred Stock was approved by the Board of Directors on August 16, 1999. The Company
is authorized to issue 3,000
 shares of the Series A 8% Convertible Preferred
 and 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.
The designation of the new Series B 8% Convertible Preferred Stock was approved by the Board of Directors on August 16, 1999. The Company
is authorized to issue 3,000
 shares of the Series B 8% Convertible Preferred
 and 0

 F- 20

 NOTES

 For

 NOTE

 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.
The designation of the new Series C 5% Convertible Preferred Stock was approved by the Board of Directors on February 14, 2000. The Company
is authorized to issue 1,000
 shares of the Series C 5% Convertible Preferred
 and 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.
The designation of the new Series D Convertible Preferred Stock was approved by the Board of Directors on April 26, 2001. The Company
is authorized to issue 800
 shares of the Series D Convertible Preferred
 and 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.
The designation of the new Series E 8% Convertible Preferred Stock was approved by the Board of Directors on March 30, 2001. The Company
is authorized to issue 250
 shares of the Series E Convertible Preferred
 and 0

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.
The designation of the new Series K Super Voting Preferred Stock was approved by the Board of Directors on July 16, 2019. The Company
is authorized to issue three ( 3)
shares of the Series K Super Voting Preferred Stock. On June 30, 2023 and 2022, the Company had 3
 and 3

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

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

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

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

 Voting
Rights.

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

 F- 21

 NOTES

 For

 NOTE

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

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

 Divided
by:

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

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

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.
The designation of the new Series L Preferred Stock was approved by the Board of Directors on July 16, 2019. The Company is authorized
to issue five hundred thousand ( 500,000)
shares of the Series L Preferred Stock. On June 30, 2023 and 2022, the Company had 294
 and 276

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

 Voting.

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

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

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

 divided
by:

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

 Conversion
Rights.

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

 b)
 Method of Conversion.

 i.
Procedure- Before any holder of Series L Preferred Stock shall be entitled to convert the same into shares of common stock, such holder
shall surrender the certificate or certificates therefore, duly endorsed, at the office of the Company or of any transfer agent for the
Series L Preferred Stock, and shall give written notice 5 business days prior to date of conversion to the Company at its principal corporate
office, of the election to convert the same and shall state therein the name or names in which the certificate or certificates for shares
of common stock are to be issued. The Company shall, within five business days, issue and deliver at such office to such holder of Series
L Preferred Stock, or to the nominee or nominees of such holder, a certificate or certificates for the number of shares of common stock
to which such holder shall be entitled as aforesaid. Conversion shall be deemed to have been effected on the date when delivery of notice
of an election to convert and certificates for shares is made, and such date is referred to herein as the "Conversion Date."

 F- 22

 NOTES

 For

 NOTE

 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]

Stock

 Class
A and Class B:

 Identical
Rights. Except as otherwise expressly provided in ARTICLE FIVE of the Company's Amended and Restated Certificate of Incorporation
dated August 13, 1999, all Common Shares shall be identical and shall entitle the holders thereof to the same rights and privileges.

 F- 23

 NOTES

 For

 NOTE

 Stock
Splits. The Corporation shall not in any manner subdivide (by any stock split, reclassification, stock dividend, recapitalization,
or otherwise) or combine the outstanding shares of one class of Common Shares unless the outstanding shares of all classes of Common
Shares shall be proportionately subdivided or combined.

 Liquidation
Rights. Upon any voluntary or involuntary liquidation, dissolution, or winding up of the affairs of the Corporation, after payment
shall have been made to holders of outstanding Preferred Shares, if any, of the full amount to which they are entitled pursuant to the
Certificate of Incorporation, the holders of Common Shares shall be entitled, to the exclusion of the holders of the Preferred Shares,
if any, to share ratably, in accordance with the number of Common Shares held by each such holder, in all remaining assets of the Corporation
available for distribution among the holders of Common Shares, whether such assets are capital, surplus, or earnings. For the purposes
of this paragraph, neither the consolidation or merger of the Corporation with or into any other corporation or corporations in which
the stockholders of the Corporation receive capital stock and/or securities (including debt securities) of the acquiring corporation
(or of the direct or indirect parent corporation of the acquiring corporation) nor the sale, lease or transfer of the Corporation, shall
be deemed to be a voluntary or involuntary liquidation, dissolution, or winding up of the Corporation as those terms are used in this
paragraph.

 Voting
Rights.

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

 (b)
The holders of Class A Shares and Class B Shares are not entitled to cumulative votes in the election of any directors.

 Pre-emptive
or Subscription Rights. No holder of Common Shares shall be entitled to pre-emptive or subscription rights.

 F- 24

 NOTES

 For

 NOTE

 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.

 F- 25

 NOTES

 For

 NOTE

 On
June 30, 2023 and 2022, the Company is authorized to issue 14,991,000,000
 and 14,991,000,000
 shares of Class A Common Stock, respectively.
On June 30, 2023 and 2022, the Company has 14,488,440,097
 and 13,785,662,319
On June 30, 2023, and 2022, the Company is authorized to issue 4,000,000
 and 4,000,000
 shares of Class B Common Stock, respectively.
On June 30, 2023 and 2022, the Company has 0
 and 0

Stock, Preferred Stock and Warrant Issuances

 For
the twelve months ended June 30, 2023 and June 30, 2022, the Company issued and/or sold the following securities:

Stock:

 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.

 Year
ended June 30, 2022

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

 F- 26

 NOTES

 For

 NOTE

 Common Stock to be
issued at June 30, 2023

 On May 19, 2023, Jetco Holdings, LLC submitted a Notice of Conversion for three shares of Series L Preferred Stock
in exchange for 300,000,000 shares of common stock. As of June 30, 2023, the 300,000,000 shares of common stock had not been issued.

 Mezzanine Equity

 As of June 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.
As of June 30, 2023, the Series L Preferred can be converted at $ 0.0002
per share, into 14,497,440,097
shares of common stock. As of the balance sheet date and the date of this report, these shares have not been issued to the Purchaser.
S99-3A(2) ASR 268 requires preferred securities that are redeemable for cash or other assets to be classified outside of permanent equity
if they are redeemable (1) at a fixed or determinable price on a fixed or determinable date, (2) at the option of the holder, or (3)
upon the occurrence of an event that is not solely within the control of the issuer. Given that there is an unknown amount of preferred
shares to be issued, cash has been repaid and the preferred shares are convertible at the option of the holder, the Company determined
that mezzanine treatment appears appropriate. As such, the Company feels these securities should be classified as Mezzanine equity until
they are fully issued.

Stock cancelled during the year ended June 30, 2022

 A
total of 390,000,000 shares
of common stock were returned to the Company by shareholders during the year ended June 30, 2022.

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

Stock:

 Year ended June 30, 2023

 On June 30, 2023, the Company issued 15 shares of
its Series L Preferred Stock in satisfaction of professional fees due to a consultant.

 On June 30, 2023, the Company issued 6 shares of its
Series L Preferred Stock to its former sole officer and director, Jimmy Wayne Anderson, in satisfaction of related party debt.

 Year
ended June 30, 2022

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

 Warrants:

 None

 F- 27

 NOTES

 For

 NOTE
K - INCOME TAXES

 The
Company accounts for income taxes using the asset and liability method described in SFAS No. 109, "Accounting For Income Taxes",
the objective of which is to establish deferred tax assets and liabilities for the temporary differences between the financial reporting
and the tax basis of the Company's assets and liabilities at the enacted tax rates expected to be in effect when such amounts are
realized or settled. A valuation allowance related to deferred tax assets is recorded when it is more likely than not that some portion
or all of the deferred tax assets will not be realized. In recognition of the uncertainty regarding the ultimate amount of income tax
benefits to be derived, the Company has recorded a full valuation allowance on June 30, 2023 and 2022.

 The
provision (benefit) for income taxes includes income taxes currently payable and those deferred because of temporary differences between
the financial statement and tax bases of assets and liabilities.

 Significant
components of the Company's deferred tax assets and liabilities are calculated at an estimated effective tax rate of 21 %.
( 35 % for tax year 2017)

 The
provision for (benefit from) income taxes differ from the amount computed by applying the statutory United States federal income tax
rate for the periods presented to income (loss) before income taxes. The income tax rate was 21 %
 for the years ended June 30, 2023 and 2022. The
sources of the difference are as follows:

OF PROVISION (BENEFIT) FOR INCOME TAXES

 June

 June

 Year
 Ended

 June

 June

 Expected
 tax at 21 %
 and 21 %,
 respectively

 $
 ( 217,148
)

 $
 ( 268,446
)

 stock-based compensation

 15,750

 -

 loss (non-taxable income) from derivative liability

 14,238

 10,768

 default principle

 -

 4,700

 loss on issuance of convertible nots

 -

 45,652

 amortization of debt discounts

 10,471

 89,276

 Impairment
 of goodwill

 -

 99,398

 Forgiveness
 of debt and accrued interest

 -

 ( 94,352
)

 Increase
 (decrease) in Valuation allowance

 176,689

 113,004

 Provision
 for (benefit from) income taxes

 $
 -

 $
 -

 All
tax years remain subject to examination by the Internal Revenue Service.

 Significant
components of the Company's deferred income tax are as follows:

OF COMPONENTS OF DEFERRED INCOME TAX

 June

 June

 Unpaid
 accrued officer and director compensation

 $
 -

 $
 -

 Net
 operating loss carry-forwards

 841,378

 451,785

 Valuation
 allowance

 ( 841,378
)

 ( 451,785
)

 Net
 non-current deferred tax asset

 $
 -

 $
 -

 Based
on management's present assessment, the Company has not yet determined it to be more likely than not that a deferred tax asset
of $ 841,378 attributable
to the net operating loss carry forward as of June 30, 2023 will be realized. Accordingly, the Company has provided a 100 %
allowance against the deferred tax asset in the financial statements at June 30, 2023. The
Company will continue to review this valuation allowance and make adjustments as appropriate. $ 3,517,654 of the net operating loss
can be carried forward indefinitely.

 Current
tax laws limit the amount of loss available to be offset against future taxable income when a substantial change in ownership occurs.
Therefore, the amount available to offset future taxable income may be limited to 80 % of taxable income.

 F- 28

 NOTES

 For

 NOTE
L - 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 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.

 On
July 1, 2021, the Company executed a new Board of Directors Service Agreement with Jimmy Wayne Anderson. Under the terms of the
Agreement, Mr. Anderson shall receive a one-time bonus payment of Fifty Thousand and no/100 dollars ($ 50,000.00)
upon execution of the Agreement, and Twenty Thousand and no/100 dollars ($ 20,000.00)
paid to Mr. Anderson on the last calendar day of each quarter as long as Mr. Anderson continues to fulfill his duties and provide
the services set forth above. The compensation of $ 20,000 per
quarter commenced with the third calendar quarter of 2021 (first fiscal quarter of 2022). On May 17, 2023, Mr. Anderson
resigned in his role as an officer and director of the Company. Please see NOTE G – ACCRUED OFFICER AND DIRECTOR
COMPENSATION.

 NOTE
M - 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 June 30, 2023 and June 30, 2022, we had an
accumulated deficit of $ 167,478,377
 and $ 166,444,337,
respectively. For the year ended June 30, 2023 and June 30, 2022, we had cash used in operating activities of $ 392,437
 and $ 484,410,
respectively. We expect to continue to incur negative cash flows until such time as our operating segments generate sufficient cash inflows
to finance our operations and debt service requirements.

 In
performing the second step of this assessment, we are required to evaluate whether our plans to mitigate the conditions above alleviate
the substantial doubt about our ability to meet our obligations as they become due within one year after the date that the financial
statements are issued. Our future plans include securing additional funding sources that may include establishing corporate partnerships,
establishing licensing revenue agreements, issuing additional convertible debentures and issuing public or private equity securities,
including selling common stock through an at-the-market facility (ATM).

 There
is no assurance that sufficient funds required during the next year or thereafter will be generated from operations or that funds will
be available through external sources. The lack of additional capital resulting from the inability to generate cash flow from operations
or to raise capital from external sources would force the Company to substantially curtail or cease operations and would, therefore,
have a material effect on the business. Furthermore, there can be no assurance that any such required funds, if available, will be available
on attractive terms or they will not have a significant dilutive effect on the Company's existing shareholders. We have therefore
concluded there is substantial doubt about our ability to continue as a going concern.

 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.

 F- 29

 NOTES

 For

 NOTE
N - SUBSEQUENT EVENTS

 On
November 17, 2023, the Company entered into a Securities Purchase Agreement (the "Agreement") with Jetco Holdings, LLC (the
"Purchaser"). Under the terms of the Agreement, the Purchaser acquired six shares of the Company's Series L Preferred
Stock for the purchase price of $ 30,000. The transaction closed on November 21, 2023.

 On August 23, 2023, the Company
entered into a Consulting Agreement (the "Agreement") with Brain Bridge Advisors, LLC (the "Consultant"). Under
the terms of the Agreement, the Consultant is to provide compliance related services and preparation of the Company's filings with
the Securities and Exchange Commission. The Agreement has a term of one year. The Consultant shall receive 50 shares of the Company's
Series L Preferred Stock as compensation.

 On
June 20, 2023, the Company (the "Buyer") and TXC Services, LLC ("Seller")
(together, the "Parties") entered into a Membership Interest Purchase Agreement ("MIPA") for the purchase of
all 2,500,000 issued and outstanding Membership Units ("Membership Units") of Fox Trot Tango, LLC ("FTT"), a
Delaware limited liability company. The acquisition is still being evaluated by third parties as for the final
valuation.

 Subsequent
to year end (July 25, 2023), the Parties entered into an Amended and Restated Membership Interest Purchase Agreement, Assignment, Secured
Convertible Note, Securities Purchase Agreement and a Security Agreement and Pledge of Membership Units. In addition, the Company executed
a Guaranty Agreement for the benefit of TK Management Services, LLC.

 On
this same date, the Company's new wholly owned subsidiary, FTT, executed a Deed to Secure Debt in favor of the Seller.

and Restated Membership Interest Purchase Agreement ("Amended MIPA")

 The
purchase price for the purchase of all Membership Units was $ 6,500,000 payable from the Buyer to the Seller as follows:

 (a)
Buyer's assumption of a certain promissory note in favor of TK Management Services, Inc. ("TK"), in the principal amount
of $ 1,500,000 dated January 6, 2022 ("TK Secured Note") secured by the Property as collateral, pursuant to a certain Deed
to Secure Debt, Assignment of Leases and Rents, Security Agreement, Financing Statement and Fixture Filing ("TK Security Deed")
and other liabilities; and

 (b)
The issuance of a Secured Convertible Note, in the principal amount of $ 1,600,000, in favor of Seller ("Seller Secured Note")
and Securities Purchase Agreement ("Seller SPA"), secured by the Property as collateral, pursuant to a certain Deed to Secure
Debt, Assignment of Leases and Rents, Security Agreement, Financing Statement and Fixture Filing ("Seller Security Deed"),
subordinate to the TK Security Deed and by the Purchased Interest; and

 (c)
Earn-Out Lease Milestones. Seller shall receive up to Six Hundred and Eighty ( 680) shares of Series L Preferred Stock ("Series
L Preferred") valued at up to $ 3,400,000, based on the following earn-out lease milestones:

 (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; and

 (iv)

 Lease
 of 100% of the Property, Seller shall receive 100% of the Series L Preferred.

 In
the event that the Buyer is in default under this Agreement, or any of the Transaction Documents including, but not limited to, the assumption
and guaranty of the TK Secured Note, the TK Security Deed, the Seller Secured Note, Seller SPA, the Seller Security Deed or if Buyer
fails to issue to Seller duly authorized the Series L Preferred, the Seller shall have the right to exercise any and all remedies under
the this Agreement and the other Transaction Documents, including, but not limited to, exercising its right to receive a return of the
Purchased Interest pursuant to an assignment from Buyer, without recourse by the Buyer, in accordance with the Collateral Assignment.

Purchase Agreement ("Seller SPA")

 On
July 25, 2023, the Company and TXC Services, LLC entered into the Seller SPA for the issuance and
sale of a Secured Convertible Note with an initial principal amount of $ 1,600,000 (the "Seller Secured Note").

 The
Securities Purchase Agreement provides for the purchase by the Investor and the sale by the Company of the Seller
Secured Note. The Securities Purchase Agreement contains representations and warranties of the Company and the Investor that are
typical for transactions of this type. The representations and warranties made by the Company in the Securities Purchase Agreement are
qualified by reference to certain exceptions contained in disclosure schedules delivered to the Investor. Accordingly, the representations
and warranties contained in the Securities Purchase Agreement should not be relied upon by third parties who have not reviewed those
disclosure schedules and the documentation surrounding the transaction as a whole.

 NOTES

 For

 NOTE
N - SUBSEQUENT EVENTS (cont'd)

 The
Securities Purchase Agreement also obligates the Company to indemnify the Investor for certain losses resulting from (1) any misrepresentation
or breach of any representation or warranty made by the Company or any subsidiary of the Company, (2) any breach of any obligation of
the Company or, any subsidiary of the Company, of the Securities Purchase Agreement or any agreements and instruments entered into or
connection with the Securities Purchase Agreement and (3) certain third party claims.

Convertible Note ("Seller Secured Note")

 On
July 25, 2023, the Company and FTT (collectively, 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, and bears interest at 6 % per annum. Any Principal Amount or interest on
this Seller Secured Note which is not paid when due shall bear interest at the rate of eighteen percent ( 18 %) per annum from the due
date thereof until the same is paid ("Default Interest").

 The
Seller Secured Note is convertible, in whole or in part,
at any time and from time to time before maturity at the option of the Holder. The per share conversion price into which Principal Amount
and interest (including any Default Interest) under this Seller Secured Note shall be convertible into shares of Common Stock hereunder
shall be 100% multiplied by the Market Price (as defined herein) subject to adjustment as described herein ("Conversion Price").
"Market Price" means the lowest one (1) Trading Price (as defined below) for the Common Stock during the three (3) Trading
Day period ending on the last complete Trading Day prior to the Conversion Date subject to adjustment as provided in this Seller Secured
Note. The Seller Secured Note 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.

 The
Seller Secured Note will impose penalties on the Company for any failure to timely deliver any shares of its Common Stock issuable upon
conversion.

 The
Seller Secured Note will contain events of default that are typical for transactions of this type, as well as the following events:

 the
 failure to issue Conversion Shares registered with the SEC or pursuant an exemption of the applicable Registration Statement in accordance
 with Regulation A. from and after the Public Company Date, the suspension from trading or the failure of the Common Stock to be trading
 or listed (as applicable) on an Eligible Market for a period of five (5) consecutive Trading Days;

 except
 to the extent the Company is in compliance with Section 9(b), at any time following the tenth (10th) consecutive day that the Holder's
 Authorized Share Allocation (as defined in Section 9(a)) is less than 200% of the sum of (A) the number of shares of Common Stock
 that the Holder would be entitled to receive upon a conversion of the full Conversion Amount of this Note (without regard to any
 limitations on conversion set forth in Section 3(d) or otherwise;

 the
 Company's (A) failure to cure a Conversion Failure or a Delivery Failure by delivery of the required number of shares of Common
 Stock within five (5) Trading Days after the applicable Conversion Date or Exercise Date) (as the case may be) or (B) written notice
 to any holder of the Notes, including, without limitation, by way of public announcement or through any of its agents and such notice
 of such Company's agent is not withdrawn by the Company within one (1) Trading Day, at any time, of its intention not to comply,
 as required, with a request for conversion of any Notes into shares of Common Stock that is requested in accordance with the provisions
 of the Notes, other than pursuant to Section 3(d);

 the
 Company's, any Guarantor or any Subsidiary's failure to pay to the Holder any amount of Principal, Interest, Late Charges
 or other amounts when and as due under this Note (including, without limitation, the Company's, any Guarantor's or any
 Subsidiary's failure to pay any redemption payments or amounts hereunder) or any other Transaction Document or any other agreement,
 document, certificate or other instrument delivered in connection with the transactions contemplated hereby and thereby, and such
 failure remains uncured for a period of at least five (5) Trading Days;

 F- 31

 NOTES

 For

 NOTE
N - SUBSEQUENT EVENTS (cont'd)

 the
 Company fails to remove any restrictive legend on any certificate or any shares of Common Stock issued to the Holder upon conversion
 or exercise (as the case may be) of any Securities (as defined in the Securities Purchase Agreement) acquired by the Holder under
 the Securities Purchase Agreement (including this Note) as and when required by such Securities or the Securities Purchase Agreement,
 unless otherwise then prohibited by applicable federal securities laws, and any such failure remains uncured for at least five (5)
 Trading Days;

 the
 occurrence of any default under, redemption of or acceleration prior to maturity of any indebtedness of the Company or a subsidiary;

 the
 invalidity of any material provision of the Security Documents or if the enforceability of validity of any material provision of
 the Security Documents is contested by the Company;

 the
 failure of the Security Documents to perfect or maintain the Investor's first priority security interest; and

 the
 failure to comply with certain covenants of the Seller Secured Note.

 The
Seller Secured Note will contain a variety of covenants on the part of Company that are typical for transactions of this type, as well
as the following covenants:

 the
 Company will not incur other indebtedness, except for certain permitted indebtedness;

 the
 Company will not incur any liens, except for certain permitted liens;

 the
 Company will not, directly or indirectly, redeem or repay all or any portion of any permitted indebtedness if at the time such payment
 is due or is made or, after giving effect to such payment, an event constituting, or that with the passage of time and without being
 cured would constitute, an event of default has occurred and is continuing; and

 the
 Company will not redeem, repurchase or pay any dividend or distribution on its Common Stock or any other capital stock in accordance
 with section 13.e. of the Secured Convertible Note Agreement: ", except that any such cash dividend or capital may be paid
 to the Company or a Guarantor."

Promissory Note between Fox Trot Tango, LLC and TK Management Services, LLC ("TK Secured Note")

 On
January 6, 2023, Fox Trot Tango, LLC (the "Borrower") issued the TK Secured Note to TK Management Services, LLC (the "Lender")
in the principal amount of 1,500,000. The TK Secured Note accrues interest at 12 % per annum and matures in one year, January 6, 2024
(the "Maturity Date"). In the event of default, the TK Secured Note shall accrue interest at 12 % per annum. At Closing, the
Borrower prepaid six months of interest and a $ 15,000 origination fee. Monthly payments of $ 15,000 begin on August 6, 2023, with a balloon
payment due at the Maturity Date.

 The
TK Secured Note and the Secured Indebtedness are secured by the TK Security Deed. In the event of default, the Lender shall have all
of the rights and remedies reserved in the TK Security Deed and other loan documents and shall have full recourse to the Real Property
and other collateral.

 Guaranty
Agreement between the Company and TK Management Services, LLC

Technologies, Ltd ("Guarantor") agreed to assume and guaranty all liabilities and obligations under the TK Secured Note and
TK Security Deed previously executed by its new wholly owned subsidiary, Fox Trot Tango, LLC ("Borrower").

 Guarantor
hereby unconditionally and irrevocably waives any right to revoke this Guaranty and acknowledges that this Guaranty is continuing in
nature and applies to all presently existing and future Guaranteed Obligations.

 Security
Agreement and Pledge of Membership interest between the Company and TXC Services, LLC

Technologies, Ltd ("Pledgor") has agreed to grant to TXC Services, LLC ("Pledgee") a security interest (the "Security
Interest") in and to all of its right, title and ownership interest in and to the Interests whether derived under the Certificate
of Formation, the Operating Agreement, or otherwise, including, the Pledgor's status as a Member of Fox Trot Tango, LLC ("FTT"),
and the Pledgor's right to participate in the management of the business and affairs of FTT ("Collateral") to secure
all liabilities and obligations of Pledgor to Pledgee.

 To
secure the complete and timely satisfaction of all liabilities, indebtedness and obligations of Pledgor to Pledgee under the Transaction
Documents (collectively, the "Obligations") pertaining to the Amended MIPA, the Pledgor herewith pledges, delivers, and assigns
to the Pledgee and grants a first lien and security interest in favor of the Pledgee in and to the Interest (including Pledgor Total
Rights in the Company). Provided there is not an Event of Default (as defined below), the aforesaid pledge shall be released within five
(5) days after the date when the Pledgor and Company) have performed all Obligations under the Transaction Documents.

 F- 32

 NOTES

 For

 NOTE
N - SUBSEQUENT EVENTS (cont'd)

 The
Pledgor does hereby appoint Pledgee or its assignee, as Pledgor's true and lawful attorney and in its name, place and stead, upon
the occurrence of an Event of Default to cause the Interests to be transferred on the books of FTT to the name of Pledgee or to such
other party as is designated by Pledgee. In furtherance of the preceding, Pledgor has delivered to Pledgee the Assignment of Member's
Interests, which instrument Pledgee shall hold in escrow and shall be entitled to (but not obligated to) release from escrow upon the
occurrence of an Event of Default under any of the Transaction Documents.

 An
Event of Default under this Pledge shall include:

 (a)
The non-compliance or non-performance of the Company or Pledgor, under or of any term or condition when compliance or performance would
otherwise be due under any Transaction Document.

 (b)
The adjudication of Pledgor or the Company as bankrupt or insolvent, or entry of any order, remaining unstayed by appeal or otherwise
for ten (10) days, appointing a receiver or trustee for the Pledgor or the Company or for all or any of Pledgor's or the Company's
assets, or the filing by or against the Pledgor or the Company of a petition seeking any of the foregoing or consenting thereto, or the
filing of a petition to take advantage of any debtors' act, or making a general assignment for the benefit of creditors or admitting
in writing inability to pay debts as they mature.

 (c)
The dissolution of the Pledgor and the failure of the successor owner of such Pledgor's Interests to execute a joinder to this
Pledge with five (5) business days after transfer of such Interests to such successor.

 On July 18, 2023, the Company
issued 200,000,000 shares of its common stock to its former President, Jimmy Wayne Anderson, for the conversion of four ( 4) shares of
Series L Preferred Stock.

 F- 33

 Item
9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosures.

 None.

 Item
9A. Controls and Procedures.

 Evaluation
of Disclosure Controls and Procedures

 Our
management conducted an evaluation, with the participation of our Chief Executive Officer, who is our principal executive officer and
our principal financial and accounting officer, of the effectiveness of our disclosure controls and procedures (as defined in Rules 13a-15(e)
and 15d-15(e) under the Securities Exchange Act of 1934, as amended (the "Exchange Act")) as of the end of the period covered
by this Annual Report on Form 10-K. Based on that evaluation, we concluded that because of the material weakness and significant deficiencies
in our internal control over financial reporting described below, our disclosure controls and procedures were not effective as of June
30, 2023 or 2022.

 Management's
Annual Report on Internal Control over Financial Reporting

is responsible for the preparation of our financial statements and related information. Management uses its best judgment to ensure that
the financial statements present accurately, in material respects, our financial position and results of operations in fairness and conformity
with generally accepted accounting principles.

is responsible for establishing and maintaining adequate internal control over financial reporting as defined in the Exchange Act. These
internal controls are designed to provide reasonable assurance that the reported financial information is presented fairly, that disclosures
are adequate, and that the assumptions and opinions in the preparation of financial statements are reasonable. There are inherent limitations
in the effectiveness of any system of internal controls, including the possibility of human error and overriding of controls. Consequently,
an ineffective internal control system can only provide reasonable, not absolute, assurance with respect to reporting financial information.

 Our
internal control over financial reporting includes policies and procedures that: (i) pertain to maintaining records that, in reasonable
detail, accurately and fairly reflect our transactions; (ii) provide reasonable assurance that transactions are recorded as necessary
for preparation of our financial statements in accordance with generally accepted accounting principles and that the receipts and expenditures
of company assets are made in accordance with our management's and directors' authorization; and (iii) provide reasonable
assurance regarding the prevention or timely detection of unauthorized acquisition, use, or disposition of assets that could have a material
effect on our financial statements.

 We
conducted an evaluation of the effectiveness of our internal control over financial reporting, based on the framework in "Internal
Control Integrated Framework" issued by the Committee of Sponsoring Organizations of the Treadway Commission ("COSO")
and published in 2013, and subsequent guidance prepared by COSO specifically for smaller public companies. Based on that evaluation,
management concluded that our internal control over financial reporting was not effective as of June 30, 2023 and June 30, 2022 for the
reasons discussed below.

 A
significant deficiency is a deficiency, or combination of deficiencies in internal control over financial reporting, that adversely affects
the entity's ability to initiate, authorize, record, process, or report financial data reliably in accordance with generally accepted
accounting principles such that there is more than a remote likelihood that a misstatement of the entity's financial statements
that is more than inconsequential will not be prevented or detected by the entity's internal control. A material weakness is a
deficiency or a combination of deficiencies in internal control over financial reporting such that there is a reasonable possibility
that a material misstatement of the annual or interim consolidated financial statements will not be prevented or detected on a timely
basis. Management identified the following material weakness and significant deficiencies in its assessment of the effectiveness of internal
control over financial reporting as of June 30, 2023 and June 30, 2022:

 The
 Company did not maintain effective controls over certain aspects of the financial reporting process because we lacked personnel with
 accounting expertise and an adequate supervisory review structure that is commensurate with our financial reporting requirements.

 Material
 Weakness – Inadequate segregation of duties.

 We
expect to be materially dependent on a third party that can provide us with accounting consulting services for the foreseeable future.
Until such time as we have a chief financial officer with the requisite expertise in U.S. GAAP, there are no assurances that the material
weaknesses and significant deficiencies in our disclosure controls and procedures and internal control over financial reporting will
not result in errors in our financial statements, which could lead to a restatement of those financial statements. Our management does
not expect that our disclosure controls and procedures or our internal controls will prevent all error and all fraud. A control system,
no matter how well conceived and maintained, can provide only reasonable, not absolute, assurance that the objectives of the control
system are met. Further, the design of a control system must account for resource constraints. In addition, the benefits of controls
must be considered relative to their costs. Due to the inherent limitations in all control systems, no evaluation of controls can provide
absolute assurance that all control issues and instances of fraud, if any, can and will be detected.

 Changes
in Internal Controls over Financial Reporting

 There
have been no changes in our internal control over financial reporting during the year ended June 30, 2023 that have materially affected,
or are reasonably likely to materially affect, our internal control over financial reporting.

 Item
9B. Other Information.

 Critical
Accounting Policies

 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 the disclosure of contingent
assets and liabilities of the date of the financial statements and the reported amounts of revenues and expenses during the reporting
period. Notes to the Consolidated Financial Statements describes the significant accounting policies and methods used in the preparation
of the Consolidated Financial Statements. Estimates are used for, but not limited to, contingencies and taxes. Actual results could differ
materially from those estimates. The following critical accounting policies are impacted significantly by judgments, assumptions, and
estimates used in the preparation of the Consolidated Financial Statements.

 Loss
Contingencies

 The
Company is subject to various loss contingencies arising in the ordinary course of business. The Company considers the likelihood of
loss or impairment of an asset or the incurrence of a liability, as well as its ability to reasonably estimate the amount of loss in
determining loss contingencies. An estimated loss contingency is accrued when management concludes that it is probable that an asset
has been impaired or a liability has been incurred and the amount of the loss can be reasonably estimated. The Company regularly evaluates
current information available to us to determine whether such accruals should be adjusted.

 Accounting
for Acquisitions

 In
accordance with the guidance for business combinations, we determine whether a transaction or other event is a business combination,
which requires that the assets acquired and liabilities assumed constitute a business. Each business combination is then accounted for
by applying the acquisition method. If the assets acquired are not a business, we account for the transaction or other event as an asset
acquisition. Under both methods, we recognize the identifiable assets acquired, the liabilities assumed, and any noncontrolling interest
in the acquired entity. In addition, for transactions that are business combinations, we evaluate the existence of goodwill or a gain
from a bargain purchase. We capitalize acquisition-related costs and fees associated with asset acquisitions and immediately expense
acquisition-related costs and fees associated with business combinations.

 Income
Taxes

 The
Company recognizes deferred tax assets (future tax benefits) and liabilities for the expected future tax consequences of temporary differences
between the book carrying amounts and the tax basis of assets and liabilities. The deferred tax assets and liabilities represent the
expected future tax return consequences of those differences, which are expected to be either deductible or taxable when the assets and
liabilities are recovered or settled.

 Recent
Issued Accounting Pronouncements

 In
June 2016, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update ("ASU") No. 2016-13,
"Financial Instruments—Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments" ("ASU
2016-13"). Financial Instruments—Credit Losses (Topic 326) amends guideline on reporting credit losses for assets held at
amortized cost basis and available-for-sale debt securities. For assets held at amortized cost basis, Topic 326 eliminates the probable
initial recognition threshold in current GAAP and, instead, requires an entity to reflect its current estimate of all expected credit
losses. The allowance for credit losses is a valuation account that is deducted from the amortized cost basis of the financial assets
to present the net amount expected to be collected. For available-for-sale debt securities, credit losses should be measured in a manner
similar to current GAAP, however Topic 326 will require that credit losses be presented as an allowance rather than as a write-down.
ASU 2016-13 affects entities holding financial assets and net investment in leases that are not accounted for at fair value through net
income. The amendments affect loans, debt securities, trade receivables, net investments in leases, off balance sheet credit exposures,
reinsurance receivables, and any other financial assets not excluded from the scope that have the contractual right to receive cash.
The amendments in this ASU will be effective for fiscal years beginning after December 15, 2019, including interim periods within those
fiscal years. We are currently evaluating the impact of the adoption of ASU 2016-13 on our financial statements.

 In
July 2017, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update ("ASU") 2017-11. Among other
things, ASU 2017-11 provides guidance that eliminates the requirement to consider "down round" features when determining
whether certain financial instruments or embedded features are indexed to an entity's stock and need to be classified as liabilities.
ASU 2017-11 provides for entities to recognize the effect of a down round feature only when it is triggered and then as a dividend and
a reduction to income available to common stockholders in basic earnings per share. The guidance is effective for annual periods beginning
after December 15, 2018; early adoption is permitted. The Company has adopted ASU 2017-11. As a result, we have not recognized the fair
value of the warrants containing down round features as liabilities.

 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.

has evaluated other recently issued accounting pronouncements and does not believe that any of these pronouncements will have a significant
impact on our consolidated financial statements and related disclosures.

 Off-Balance
Sheet Arrangements

 We
are not currently a party to, or otherwise involved with, any 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.

 Share-based

 The
Company accounts for employee stock-based compensation in accordance with the guidance of FASB ASC Topic 718, Compensation-Stock Compensation
 ("FASB ASC Topic 718"), which requires all share-based payments to employees, including grants of employee stock options,
to be recognized in the consolidated financial statements based on their fair values.

 PART
III

 Item
10. Directors and Executive Officers.

 Directors
and Executive Officers

 The
names and ages of our Directors and Executive Officers are set forth below. Our By-Laws provide for not less than one Director. All Directors
are elected annually by the stockholders to serve until the next annual meeting of the stockholders and until their successors are duly
elected and qualified. The officers are elected by our Board.

 Name

 Age

 Position
 and Term

 Cutcher

 President,
 Principal Financial Officer and Chairman of the Board (May 2023 to present)

Cutcher President, Principal Financial Officer, Director and Chairman of the Board –

 Family
Relationships

 There
are no family relationships among the directors and executive officers.

 Conflicts
of Interest- General

 Our
directors and officers are, or may become, in their individual capacities, officers, directors, controlling shareholder and/or partners
of other entities engaged in a variety of businesses. Thus, there exist potential conflicts of interest including, among other things,
time, efforts and corporation opportunity, involved in participation with such other business entities. While our sole officer and director
of our business is engaged in business activities outside of our business, he devotes to our business such time as he believes to be
necessary.

 Conflicts
of Interest- Corporate Opportunities

 Presently
no requirement is contained in our Articles of Incorporation, Bylaws, or minutes which requires officers and directors of our
business to disclose to us business opportunities which come to their attention. Our officers and directors do, however, have a
fiduciary duty of loyalty to us to disclose to us any business opportunities which come to their attention, in their capacity as an
officer and/or director or otherwise. Excluded from this duty would be opportunities which the person learns about through his
involvement as an officer and director of another company. We have no intention of merging with or acquiring an affiliate, associate
person or business opportunity from any affiliate or any client of any such person.

 Committees
to the Board of Directors

 In
the ordinary course of business, the board of directors maintains a compensation committee and an audit committee.

 The
primary function of the compensation committee is to review and make recommendations to the board of directors with respect to the compensation,
including bonuses, of our officers and to administer the grants under our stock option plan.

 The
functions of the audit committee are to review the scope of the audit procedures employed by our independent auditors, to review with
the independent auditors our accounting practices and policies and recommend to whom reports should be submitted, to review with the
independent auditors their final audit reports, to review with our internal and independent auditors our overall accounting and financial
controls, to be available to the independent auditors during the year for consultation, to approve the audit fee charged by the independent
auditors, to report to the board of directors with respect to such matters and to recommend the selection of the independent auditors.

 In
the absence of a separate audit committee our board of directors' functions as audit committee and performs some of the same functions
of an audit committee, such as recommending a firm of independent certified public accountants to audit the annual financial statements;
reviewing the independent auditor's independence, the financial statements and their audit report; and reviewing management's
administration of the system of internal accounting controls.

 Involvement
in Certain Legal Proceedings

 To
the best of our knowledge, none of our directors or executive officers has, during the past ten years:

 (1)
had a petition under the Federal bankruptcy laws or any state insolvency law filed by or against, or a receiver, fiscal agent or similar
officer was appointed by a court for the business or property of such person, or any partnership in which he was a general partner at
or within two years before the time of such filing, or any corporation or business association of which he was an executive officer at
or within two years before the time of such filing;

 (2)
has been convicted in a criminal proceeding or is a named subject of a pending criminal proceeding (excluding traffic violations and
other minor offenses);

 (3)
has been the subject of any order, judgment, or decree, not subsequently reversed, suspended or vacated, of any court of competent jurisdiction,
permanently or temporarily enjoining him from, or otherwise limiting, the following activities:

 (i)
Acting as a futures commission merchant, introducing broker, commodity trading advisor, commodity pool operator, floor broker, leverage
transaction merchant, any other person regulated by the Commodity Futures Trading Commission, or an associated person of any of the foregoing,
or as an investment adviser, underwriter, broker or dealer in securities, or as an affiliated person, director or employee of any investment
company, bank, savings and loan association or insurance company, or engaging in or continuing any conduct or practice in connection
with such activity;

 (ii)
Engaging in any type of business practice; or

 (iii)
Engaging in any activity in connection with the purchase or sale of any security or commodity or in connection with any violation of
Federal or State securities laws or Federal commodities laws;

 (4)
has been the subject of any order, judgment or decree, not subsequently reversed, suspended or vacated, of any Federal or State authority
barring, suspending or otherwise limiting for more than 60 days the right of such person to engage in any activity described in (3)(i)
above, or to be associated with persons engaged in any such activity;

 (5)
has been found by a court of competent jurisdiction in a civil action or by the Commission to have violated any Federal or State securities
law, and the judgment in such civil action or finding by the Commission has not been subsequently reversed, suspended, or vacated;

 (6)
has been found by a court of competent jurisdiction in a civil action or by the Commodity Futures Trading Commission to have violated
any Federal commodities law, and the judgment in such civil action or finding by the Commodity Futures Trading Commission has not been
subsequently reversed, suspended or vacated;

 (7)
has been the subject of, or a party to, any Federal or State judicial or administrative order, judgment, decree, or finding, not subsequently
reversed, suspended or vacated, relating to an alleged violation of:

 (i)
Any Federal or State securities or commodities law or regulation; or

 (ii)
Any law or regulation respecting financial institutions or insurance companies including, but not limited to, a temporary or permanent
injunction, order of disgorgement or restitution, civil money penalty or temporary or permanent cease-and-desist order, or removal or
prohibition order; or

 (iii)
Any law or regulation prohibiting mail or wire fraud or fraud in connection with any business entity; or

 (8)
has been the subject of, or a party to, any sanction or order, not subsequently reversed, suspended or vacated, of any self-regulatory
organization (as defined in Section 3(a)(26) of the Exchange Act (15 U.S.C. 78c(a)(26))), any registered entity (as defined in Section
1(a)(29) of the Commodity Exchange Act (7 U.S.C. 1(a)(29))), or any equivalent exchange, association, entity or organization that has
disciplinary authority over its members or persons associated with a member.

 Item
11. Executive Compensation.

 Summary
Compensation Table

 The
following table sets forth with respect to the named executive officer, compensation made for the twelve months ended June 30, 2023
and 2022:

 Name
 and Principal

 Position

 Year

 Salary-

 Paid
 or

 accrued
 ($)

 Bonus

 ($)

 Stock

 Awards

 ($)

 Option

 Awards

 ($)

 Non-Equity

 Incentive
 Plan

 ($)

 Change
 in

 Pension
 Value

 &
 Non-

 Qualified

 Deferred

 Earnings

 ($)

 All
 Other

 ($)

 Total

 ($)

 (a)

 (b)

 (c)(3)

 (d)

 (e)

 Fredirick
 Cutcher, President, Treasurer, Secretary, Chairman (1)(2)

 2023

 4,167

 4,167

 Jimmy
 Wayne Anderson, former President (3)(4)

 2023

 294,467

 294,467

 2022

 198,150

 198,150

 (1)

 On
 May 17, 2023, the Company retained Fredrick Cutcher as the Company's Chief Executive Officer.

 (2)

 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 was effective as of
 May 17, 2023.

 (3)

 On July 28, 2022, the Company's Board of Directors elected to compensate
Mr. Anderson as Mr. Anderson has served as the Company's sole officer and director since December 2018 and has not been under an
employment agreement. As such, the Company compensated Mr. Anderson a total of $294,467 during the first quarter of fiscal 2023.

 (4)

 Mr.
 Anderson resigned as an officer and director of the Company on May 17, 2023.

 (a)

 Accrued
 salary and salary paid. Please see NOTE G - ACCRUED OFFICER AND DIRECTOR COMPENSATION for further information.

 (b)

 Paid
 bonus.

 (c)

 Delivery
 of common stock to officer for services rendered.

 (d)

 Options
 issued to employee for execution of employment agreement.

 Directors'

 On
July 1, 2021, the Company executed a new Board of Directors Service Agreement with Jimmy Wayne Anderson. Under the terms of the Agreement,
Mr. Anderson shall receive a one-time bonus payment of Fifty Thousand and no/100 dollars ($50,000.00) upon execution of the Agreement,
and Twenty Thousand and no/100 dollars ($20,000.00) paid to Mr. Anderson on the last calendar day of each quarter as long as Mr. Anderson
continues to fulfill his duties and provide the services set forth above. The compensation of $20,000 per quarter commenced with
the third calendar quarter of 2021 (first fiscal quarter of 2022).

 The
following table sets forth with respect to the named director, compensation information inclusive of equity awards and payments made
for the twelve months ended June 30, 2023 and 2022:

 Name

 Fees
 Earned
 or
 Paid
 in
 Cash
 ($)

 Stock
 Awards
 ($)

 Option
 Awards
 ($)

 Non-Equity
 Incentive
 Plan
 ($)

 Nonqualified
 Deferred
 Earnings
 ($)

 All
 Other
 ($)

 Total
 ($)

 (b)

 (c)

 (d)

 (e)

 (f)

 (g)

 (h)

 Cutcher (2023)(1)

 $
 -

 -

 -

 -

 -

 -

 $
 -

 Jimmy
 Wayne Anderson (2023)(2)(3)

 $

 $
 -

 -

 -

 -

 -

 $

 Jimmy
 Wayne Anderson (2022)(2)(3)

 $

 $
 -

 -

 -

 -

 -

 $

 (1)

 Mr.
 Cutcher was appointed to the Company's Board of Directors on May 17, 2023. For the periods presented, Mr. Cutcher had not entered into a Board of Directors Service Agreement.

 (2)

 On
 July 1, 2021, the Company executed a new Board of Directors Service Agreement with Mr. Anderson. Under the terms of the Agreement,
 Mr. Anderson received a one-time bonus payment of Fifty Thousand and no/100 dollars ($50,000.00) upon execution of the Agreement,
 and Twenty Thousand and no/100 dollars ($20,000.00) paid to Mr. Anderson on the last calendar day of each quarter as long as Mr.
 Anderson continues to fulfill his duties and provide the services set forth above. The compensation of $20,000 per quarter commenced
 with the third calendar quarter of 2021 (first fiscal quarter of 2022).

 (3)

 Mr.
 Anderson resigned as an officer and director of the Company on May 17, 2023. Please see NOTE G - ACCRUED OFFICER AND
 DIRECTOR COMPENSATION.

 Director Independence

 The Company has one director, Fredrick Cutcher, who
also serves as the Company's sole officer. All current directors are shareholders of the Company.

 Employment
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 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 was effective as of May 17, 2023.

 Stock
Option Plan and other Employee Benefits Plans

 The
Company does not maintain a Stock Option Plan or other Employee Benefit Plans.

 Overview
of Compensation Program

 We
currently do not maintain a Compensation Committee of the Board of Directors. Until a formal committee is established, our entire Board
of Directors has responsibility for establishing, implementing and continually monitoring adherence with the Company's compensation
philosophy. The Board of Directors ensures that the total compensation paid to the executives is fair, reasonable, and competitive.

 Role
of Executive Officers in Compensation Decisions

 The
Board of Directors makes all compensation decisions for, and approves recommendations regarding equity awards to, the executive officers
and directors of the Company.

 Item
12. Security Ownership of Certain Beneficial Owners and Management.

 As
of December 27, 2023, the Company had authorized 14,991,000,000 shares of Class A Common Stock,
4,000,000 Class B Common Stock and 5,000,000 shares of Preferred Stock. There were 14,688,440,097 shares of Class A Common Stock, 0 shares
of Class B Common Stock and 346 shares of Preferred Stock issued and outstanding as of December 27, 2023.

 The
following table sets forth certain information, as of December 27, 2023, with respect to any person (including any "group",
as that term is used in Section 13(d)(3) of the Securities Exchange Act of 1934, as amended (the "Exchange Act")) who is
known to us to be the beneficial owner of more than five percent (5%) of any class of our voting securities, and as to those shares of
our equity securities beneficially owned by each of our directors and executive officers and all of our directors and executive officers
as a group.

 The
number of shares of common stock beneficially owned by each person is determined under the rules of the Commission and the information
is not necessarily indicative of beneficial ownership for any other purpose. Under such rules, beneficial ownership includes any shares
as to which such person has sole or shared voting power or investment power and also any shares which the individual has the right to
acquire within sixty (60) days after the date hereof, through the exercise of any stock option, warrant or other right. Unless otherwise
indicated, each person has sole investment and voting power (or shares such power with his or her spouse) with respect to the shares
set forth in the following table. The inclusion herein of any shares deemed beneficially owned does not constitute an admission of beneficial
ownership of those shares.

 The
table below shows the number of shares beneficially owned as of December 27, 2023 by each of our individual directors and executive
officers, by other holders of 5% or more of the outstanding Class A common stock and by all our current directors and executive officers
as a group.

 Class A
 Common Stock

 Name of Beneficial Owner

 Beneficially
 Owned
 (1)(2)

 Percentage of
 Common Stock
 (2)

 5% Stockholders

 Jetco Holdings, LLC(3)

 10,300,000,000

 20.90
 %

 MainSpring, LLC (4)

 5,000,000,000

 10.14
 %

 Brain Bridge Advisors, LLC (5)

 5,000,000,000

 10.14
 %

 Current Executive Officers and Directors

 Fredrick Cutcher (6)

 -

 0.00
 %

 Total Executive Officers and Directors

 -

 0.00
 %

 (1)

 Beneficial
 Ownership is determined in accordance with the rules of the Securities and Exchange Commission and generally includes voting or
 investment power with respect to securities. Shares of common stock subject to options, warrants, or convertible debt currently
 exercisable or convertible, or exercisable or convertible within 60 days of December 27, 2023 are
 deemed outstanding for computing percentage of the person holding such option or warrant but are not deemed outstanding for
 computing the percentage of any person. Percentages are based on a total of shares of Class A common stock outstanding on December
 27, 2023 and the shares issuable upon exercise of
 options, warrants exercisable, and debt convertible on or within 60 days of December 27, 2023.

 (2)

 The
 number of common shares outstanding used in computing the percentages is 49,288,440,097
that includes 14,688,440,097 Class A common shares outstanding and 34,600,000,000 shares of common stock issuable upon conversion of all
346 shares of Series L Preferred Stock outstanding at December 27, 2023, but excludes an indeterminate number of shares of common stock to be issued upon conversion of the Company's
outstanding convertible notes.

 (3)

 Included within Jetco Holdings, LLC's ownership is 103 shares of Series L
Preferred Stock. Jetco Holdings, LLC is a Wyoming limited liability company. The address for Jetco Holdings, LLC is 11718 SE Federal Highway,
Suite 372, Hobe Sound, FL 33455. Timothy Cabrera is the control person for Jetco Holdings, LLC.

 (4)

 Included within MainSpring, LLC's ownership is 50 shares of Series L Preferred
Stock. MainSpring, LLC is a Wyoming limited liability company. The address for MainSpring, LLC is 611 Fort Harrison Ave S, Suite 363,
Clearwater, FL 33756. Brian McFadden is the control person for MainSpring, LLC.

 (5)

 Included within Brain Bridge Advisors, LLC's ownership is 50 shares of Series
L Preferred Stock. The address for Brain Bridge Advisors, LLC is 18245 Paulson Dr., Suite 39, Port Charlotte, FL 33954. Tim Cabrera is
the control person for Brain Bridge Advisors, LLC.

 (6)

 The address for Mr. Cutcher is 8 Campus Dr., Suite 105, Parsippany, NJ
07054.

 K

 Stock

 Percentage
 of

 K

 Name
 of Beneficial Owner

 Beneficially

 Owned
 (1)(2)

 Stock

 Jimmy
 Wayne Anderson (3)

 100.00
 %

 Total

 100.00
 %

 (1)

 The
 Company's Series K Super Voting Preferred Stock has no conversion feature.

 (2)

 The
 number of Series K Preferred shares outstanding used in computing the percentages is 3 as of December 27, 2023.

 (3)

 The
 address for Mr. Anderson is 501 1st Ave N., Suite 901, St. Petersburg, FL 33701.

 Series L

 Percentage of

 Preferred Stock

 Series L

 Name of Beneficial Owner

 Beneficially
 Owned (1)(2)

 Preferred Stock

 Sylios Corp (3)

 2.89
 %

 Jimmy Wayne Anderson (4)

 11.85
 %

 Around the Clock Partners, LP (5)

 11.56
 %

 Jetco Holdings, LLC (6)

 29.77
 %

 MainSpring, LLC (7)

 14.45
 %

 Valvasone Trust (8)

 12.72
 %

 Jody A. DellaDonna (9)

 2.31
 %

 Brain Bridge Advisors, LLC (10)

 14.45
 %

 Total

 100.00
 %

 (1)

 Each
 share of the Company's Series L Preferred Stock can be converted into shares of the Company's Class A Common stock based
 on the following formula: $5,000 divided by.50 times the lowest closing price of the Company's Class A Common Stock for the
 immediate five-day period prior to the receipt of the Notice of Conversion.

 (2)

 The
 number of shares Series L Preferred Stock outstanding used in computing the percentages is 346 as of December 27, 2023.

 (3)

 Sylios
 Corp is a Florida corporation. The address for Sylios Corp is 501 1st Ave
N., Suite 901, St. Petersburg, FL 33701. Mr. Anderson is the control person for Sylios Corp.

 (4)

 The
 address for Mr. Anderson is 501 1st Ave N., Suite 901, St. Petersburg, FL 33701.

 (5)

 Around
 the Clock Partners, LP is a Delaware limited partnership. The address for Around the Clock Partners, LP is 501 1st Ave
N., Suite 901, St. Petersburg, FL 33701. Mr. Anderson is the control person for Around the Clock Partners, LP.

 (6)

 Jetco
 Holdings, LLC is a Wyoming limited liability company. The address for Jetco Holdings,
LLC is 11718 SE Federal Highway, Suite 372, Hobe Sound, FL 33455. Timothy Cabrera is the control person for Jetco Holdings, LLC.

 (7)

 MainSpring,
 LLC is a Wyoming limited liability company. The address for MainSpring, LLC
is 611 Fort Harrison Ave S, Suite 363, Clearwater, FL 33756. Brian McFadden is the control person for MainSpring, LLC.

 (8)

 The
 address for Valvasone Trust 5114 Stoneywood Circle, Mableton, GA 30126. The trustee for Valvasone Trust is John DellaDonna.

 (9)

 The
 address for Jody A. DellaDonna is 109 Carrick Way, Macon, GA 31210.

 (10)

 The address for Brain Bridge Advisors, LLC is 18245 Paulson Dr., Suite
39, Port Charlotte, FL 33954. Tim Cabrera is the control person for Brain Bridge Advisors, LLC.

 Please
 see NOTE J – CAPITAL STOCK for further information.

 Item
13. Certain Relationships and Related Transactions, and Director Independence.

 Policies
and Procedures for Related Person Transactions

 The
Company's board of directors has adopted a written related person transaction policy that sets forth the following policies and
procedures for the review and approval or ratification of related person transactions.

 A
"Related Party Transaction" is a transaction, arrangement, or relationship in which the Company or any of its subsidiaries
was, is or will be a participant, the amount of which involved exceeds $120,000, and in which any related party had, has or will have
a direct or indirect material interest. A "Related Party" means:

 any
 person who is, or at any time during the applicable period was, one of the Company's executive officers or a member of or nominee
 for the board of directors;

 any
 person (including any entity or group) who is known by the Company to be the beneficial owner of more than five percent (5%) of our
 voting stock;

 any
 immediate family member of any of the foregoing persons, which means any child, stepchild, parent, stepparent, spouse, sibling, mother-in-law,
 father-in-law, daughter-in-law, brother-in-law or sister-in-law of a director, officer, or a beneficial owner of more than five percent
 (5%) of our voting stock, and any person (other than a tenant or employee) sharing the household of such director, executive officer,
 or beneficial owner of more than five percent (5%) of our voting stock;

 any
 of the foregoing persons that qualify as such at any time during the fiscal year in which a transaction that would otherwise be subject
 to this the policy occurs, even if such person has ceased to have such status during such fiscal year; and

 any
 firm, corporation, or other entity in which any of the foregoing persons is a partner or principal or in a similar position or in
 which such person has a ten percent (10%) or greater beneficial ownership interest.

 In
addition, we will have in place policies and procedures designed to minimize potential conflicts of interest arising from any dealings
the Company may have with its affiliates and to provide appropriate procedures for the disclosure of any real or potential conflicts
of interest that may exist from time to time.

 Other
Related Party Transactions

 We
have entered into indemnification agreements with each of our directors and executive officers. These agreements require us to indemnify
and advance litigation expenses incurred by such individuals by reason of (i) their status as directors and/or officers of the Company,
(ii) acts or omissions made in good faith, (iii) their service in any capacity with respect to an employee benefit plan of our company
or one or more of our majority owned subsidiaries, or (iv) their service as directors, officers, managers, general partners, trustees,
employees, or agents of another entity (including a majority owned subsidiary of our company) at our request while directors and/or officers
of our company to the fullest extent permitted by applicable law. See "Limitations on Personal Liability of Directors, Indemnification
and Advancement Rights of Directors and Officers, and Director and Officer Insurance" for more detail on the extent to which Delaware
law permits the indemnification of Directors and Officers under the indemnification agreement.

to the indemnification agreements, the Company will advance all reasonable expenses to be incurred by the indemnitee related to a proceeding
for which the indemnitee is entitled to indemnification. The indemnitee shall repay, to the Company, any expenses advance to the indemnitee
if it is ultimately be determined that indemnitee is not entitled to be indemnified against such expenses.

 Transactions
with Related Parties

 On
June 30, 2023, the Company issued six (6) shares of its Series L Preferred Stock to its former sole officer and director, Jimmy Wayne Anderson,
in satisfaction of related party debt.

 On
July 18, 2023, the Company issued 200,000,000 shares of its common stock to its former President, Jimmy Wayne Anderson, for the conversion
of four (4) shares of Series L Preferred Stock.

 During the year ended June 30, 2023, the Company
reimbursed Jimmy Wayne Anderson $28,056 for expenses paid on behalf of the Company.

 Promoters
and Certain Control Persons

 None.

 List
of Parents

 None.

 Item
14. Principal Accounting Fees and Services

 The
following is a summary of the fees billed to the Company by Fruci & Associates II, PLLC for professional accounting services rendered
for the fiscal years ended June 30, 2023 and 2022.

 Fiscal
 Year

 2023

 Fiscal
 Year

 2022

 Audit
 Fees (1)

 $
 37,405

 $
 20,500

 Audit-Related
 Fees

 -

 -

 Tax
 Fees (2)

 -

 -

 Other
 Fees (3)

 -

 -

 Total

 $
 37,405

 $
 20,500

 (1)
Audit fees consist of fees billed for services rendered for the audit of our financial statements and review of our financial statements
included in our quarterly reports on Form 10–Q.

 (2)
Tax fees consist of fees billed for professional services related to the preparation of our U.S. federal and state income tax returns.

 (3)
Other fees consist of fees billed for professional services related to non-recurring fees for the initial public offering and the acquisitions
completed during the year.

 Item
15. Financial Statements and Exhibits.

 EXHIBIT

 Exhibit

 Description

 3.1

 Articles
 of Incorporation of New IFT Corporation (previously filed with Form 10 on June 8, 2020)

 3.2

 and Restated Certificate of Incorporation of New IFT Corporation (previously filed with Form 10 on June 8, 2020)

 3.3

 Certificate
 of Designation, Rights, Preferences and Limitations of Series K Super Voting Preferred Stock filed with the State of Delaware (previously
 filed with Amendment No. 1 to Form 10 on July 24, 2020)

 3.4

 Certificate
 of Designation, Rights, Preferences and Limitations of Series L Preferred Stock filed with the State of Delaware (previously filed
 with Form 10 on June 8, 2020)

 3.5

 and Restated Bylaws of Global Technologies, Ltd (previously filed with Form 8-K on January 21, 2021)

 10.1

 Senior
 Secured Promissory Note between Tersus Power, Inc. and Global Technologies, Ltd (previously filed with Form 8-K on December 20, 2021)

 10.2

 Promissory Note between the Company and Sixth Street Lending, LLC. dated January 13, 2022 (previously filed with Form 8-K on January
 21, 2022)

 10.3

 Purchase Agreement between the Company and Sixth Street Lending, LLC dated January 13, 2022 (previously filed with Form 8-K on January
 21, 2022)

 10.4

 Exclusive
 Distribution Agreement (previously filed with Form 8-K on January 24, 2022)

 10.5

 Promissory Note between the Company and Sixth Street Lending, LLC. dated February 4, 2022 (previously filed with Form 8-K on February
 9, 2022)

 10.6

 Purchase Agreement between the Company and Sixth Street Lending, LLC dated February 4, 2022 (previously filed with Form 8-K on February
 9, 2022)

 10.7+

 Employment
 Agreement between the Company and Frederick Kalei Cutcher date May 17, 2023 (previously filed with Form 10-Q on May 23, 2023)

 10.8

 Note between the Company and Hillcrest Ridgewood Partners, LLC dated May 17, 2023 (previously filed with Form 10-Q on May 23, 2023)

 10.9

 Note between the Company and Hillcrest Ridgewood Partners, LLC dated May 31, 2023 (previously filed with Form 8-K on June 6, 2023)

 10.10

 Purchase Agreement between the Company and Hillcrest Ridgewood Partners, LLC dated May 31, 2023 (previously filed with Form 8-K on
 June 6, 2023)

 10.11

 Membership
 Interest Purchase Agreement between the Company and TXC Services, LLC dated June 9, 2023 (previously filed with Form 8-K on June
 20, 2023)

 10.12

 Note between the Company and Hillcrest Ridgewood Partners, LLC dated July 18, 2023 (previously filed with Form 8-K on July 21, 2023)

 10.13

 Purchase Agreement between the Company and Hillcrest Ridgewood Partners, LLC dated July 18, 2023 (previously filed with Form 8-K
 on July 21, 2023)

 10.14

 and Restated Membership Interest Purchase Agreement between the Company and TXC Services, LLC dated July 25, 2023 (previously filed
 with Form 8-K on July 31, 2023)

 10.15

 Assignment
 of Membership Units between the Company and TXC Services, LLC dated July 25, 2023 (previously filed with Form 8-K on July 31, 2023)

 10.16

 Promissory Note between Foxx Trot Tango, LLC and TK Management Services, LLC dated January 06, 2023 (previously filed with Form 8-K
 on July 31, 2023)

 10.17

 TK
 Management Services, LLC Security Deed dated January 06, 2023 (previously filed with Form 8-K on July 31, 2023)

 10.18

 Guaranty
 Agreement between the Company and TK Management Services, LLC dated July 25, 2023 (previously filed with Form 8-K on July 31, 2023)

 10.19

 Convertible Note between the Company and TXC Services, LLC dated July 25, 2023 (previously filed with Form 8-K on July 31, 2023)

 10.20

 Purchase Agreement between the Company and TXC Services, LLC dated July 25, 2023 (previously filed with Form 8-K on July 31, 2023)

 10.21

 Security
 Deed between the Company and TXC Services, LLC dated July 25, 2023 (previously filed with Form 8-K on July 31, 2023)

 10.22

 Security
 Agreement and Pledge of Membership interest between the Company and TXC Services, LLC dated July 25, 2023 (previously filed with
 Form 8-K on July 31, 2023)

 10.23

 Third
 Amended and Restated Limited Liability Company Agreement dated July 25, 2023 (previously filed with Form 8-K on July 31, 2023)

 10.24*

 Consulting Agreement between the Company and Brain Bridge Advisors, LLC dated August 23, 2023

 10.25

 Securities Purchase Agreement between the Company and Jetco Holdings, LLC dated November 17, 2023 (previously filed with Form 8-K on November 27, 2023)

 10.26*

 Form of Indemnification Agreement entered into between the Company and Fredrick Kutcher

 21.1*

 Articles of Formation Fox Trott Tango, LLC

 31.1*

 Chief
 Executive Officer Certification Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

 31.2*

 Chief
 Financial Officer Certification Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

 32.1*

 Certifications
 of the Chief Executive Officer and Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906
 of the Sarbanes-Oxley Act of 2002

 Graphic

 Corporate
 logo- Global Technologies, Ltd

 101*

 Interactive
 Data File

 101.INS

 101.SCH

 101.CAL

 101.DEF

 101.LAB

 101.PRE

 Cover

 +

 Management contract or compensatory plan or arrangement.

 *

 Filed herewith

 **

 Furnished herewith (not filed).

 SIGNATURES

to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed
on its behalf by the undersigned, thereunto duly authorized.

 Date:
December 28, 2023

 TECHNOLOGIES, LTD.

 By:

 /s/
 Fredrick Cutcher

 Cutcher

 Chairman
 and Chief Executive Officer

 (Principal
 Executive Officer)

to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the
registrant and in the capacities and on the dates indicated.

 Name

 Position

 Date

 /s/
 Fredrick Cutcher

 Cutcher

 President,
 Chief Executive Officer and Director (Principal Executive Officer, Principal Financial Officer, Principal Accounting Officer)

 December 28, 2023