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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K/A
(Amendment No. 1)
☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 2024
☐ TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from __________ to ___________
Commission file number 000-56482
GlobalTech Corporation |
(Exact name of registrant as specified in its charter) |
Nevada
(State or other jurisdiction of incorporation or organization)
3550 Barron Way Suite 13a, Reno, NV 89511
(Address of principal executive offices, including zip code.)
775 624 4817
(Telephone number, including area code)
N/A
(Former name, former address, and former fiscal year, if changed since last report)
Securities registered under Section 12(b) of the Act:
Title of each class | | Name of each exchange on which registered. |
None | | N/A |
Securities registered under Section 12(g) of the Act:
Common Stock, $0.0001 par value
(Title of class)
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 the Securities Act. Yes ☐ No ☒
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes ☐ No ☒
Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports) and (2) has been subject to such filing requirements for the last 90 days. Yes ☒ No ☐
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-K (§229.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See definition of “large accelerated filer,” “accelerated filer” and “smaller reporting company” and “emerging grown 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. ☐
Indicate 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). ☐
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒
As of June 30, 2024, the last day of the registrant’s most recently completed second fiscal quarter, the registrant’s securities had not been publicly-traded.
Indicate the number of shares outstanding of each of the registrant’s classes of common stock as of the latest practicable date: 139,933,391 of Common Stock as of March 26, 2025.
We are a controlled company as 63.2% of our issued and outstanding shares are held by Babar Ali Syed.
DOCUMENTS INCORPORATED BY REFERENCE
None.
Explanatory Note
On March 27, 2025, GlobalTech Corporation (the “Company,” “we,” “us,” or “our”) filed its Annual Report on Form 10-K for the fiscal year ended December 31, 2024 (the “Original Form 10-K”) with the U.S. Securities and Exchange Commission (the “SEC”). The Original Form 10-K failed to include certain required XBRL tagging and this Amendment No. 1 to Annual Report on Form 10-K (“Amendment No. 1”) is being filed solely to include such XBRL tagging under Item 1C. Cybersecurity and Item 10. Directors, Executive Officers and Corporate Governance.
As such, this Amendment No. 1:
| ● | restates Part I, Item 1C (Cybersecurity), of the Original Form 10-K to include the required XBRL tagging; |
| | |
| ● | restates Part III, Item 10 (Directors, Executive Officers and Corporate Governance) of the Original Form 10-K to include the required XBRL tagging; and |
| ● | files new certifications of our principal executive officer and principal financial officer as exhibits to this Amendment No. 1 under Item 15 of Part IV hereof, pursuant to Rule 12b-15 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”). |
This Amendment No. 1 does not otherwise change or update any of the disclosures set forth in the Original Form 10-K, and, except as expressly stated herein, does not reflect events occurring after the filing of the Original Form 10-K.
Certain capitalized terms used below are defined in the Original Form 10-K.
TABLE OF CONTENTS
PART I | | | |
Item 1C. Cybersecurity | | 4 | |
| | | |
PART III | | | |
Item 10. Directors, Executive Officers and Corporate Governance | | 5 | |
| | | |
PART IV | | | |
Item 15. Exhibits and Financial Statement Schedules | | 13 | |
PART I
Item 1C. Cybersecurity.
The Company understands the importance of preventing, assessing, identifying, and managing material risks associated with cybersecurity threats. Cybersecurity processes to assess, identify and manage risks from cybersecurity threats have been incorporated as a part of the Company’s overall risk assessment process. These risks include, among other things: operational risks, intellectual property theft, fraud, extortion, harm to employees or customers and violation of data privacy or security laws.
We have processes in place to identify, assess and monitor material risks from cybersecurity threats, including the material risks of the Company. These processes are part of our overall enterprise risk management process and have been embedded in our operating procedures, internal controls and information systems. On a regular basis we implement into our operations these cybersecurity processes, technologies, and controls to assess, identify, and manage material risks. Cybersecurity risks related to our business, technical operations, privacy and compliance issues are identified and addressed through a multi-faceted approach including third party assessments, IT security, governance, risk and compliance reviews.
Incidents are evaluated to determine materiality as well as operational and business impact, and reviewed for privacy impact.
Our subsidiary operations in Worldcall Public are additionally subject to cyber security audits by Regulator (Pakistan Telecommunication Authority). The last audit for network security (Including Cyber Security) was conducted in 2023 with a clean report on compliance.
The Company’s software development work is monitored by a dedicated Governance structure which is also responsible for cyber security of software operations. The Company is also processing compliance to standards applicable to specific industry requirements (SOC 2).
Due to nature of our business related to telecom, broadband, software development and cable services, respective operations have implemented internal policies that cover network security, IT infrastructure and software, physical access controls, data security, privacy policy required for operations.
We describe whether and how risks from identified cybersecurity threats, including as a result of any previous cybersecurity incidents, have materially affected or are reasonably likely to materially affect us, including our business strategy, results of operations, or financial condition, under the headings “We are exposed to cyber-attacks and other cybersecurity threats that may lead to compromised or inaccessible telecommunications, digital and financial services, and/or leaks or unauthorized processing of confidential information, and perceptions of such threats may cause customers to lose confidence in our services”, included as part of our risk factor disclosures at Item 1A of this Annual Report on Form 10-K.
Cybersecurity is an important part of our risk management processes and an area of focus for our Board and management.
Our Chief Executive Officer and president, Dana Green, is responsible for the oversight of risks from cybersecurity threats. The Board will receive information and updates periodically with respect to the effectiveness of our cybersecurity and information security framework, data privacy and risk management, which includes that of the Company. The Board will also be provided updates on any material incidents relating to information systems security and cybersecurity incidents.
As of and for the year ended December 31, 2024, there have been no cybersecurity incidents that have materially affected the Company’s business strategy, results of operations, or financial condition.
PART III
Item 10. Directors, Executive Officers and Corporate Governance
The board of directors elect our executive officers annually. A majority vote of the directors who are in office are required to fill vacancies. Each director shall be elected for the term of one year, and until his successor is elected and qualified, or until his earlier resignation or removal. Our directors and executive officers are as follows and also included below are certain executive officers of our material subsidiaries and directors of our subsidiaries (when executive officers hold dual or multiple roles):
Name | | Age | | Position | | Date first appointed as Director of the Company |
GLOBALTECH CORPORATION | | | | | | |
Dana Green | | 69 | | Chief Executive Officer, President, Director | | December 2017 |
Muhammad Azhar Saeed | | 45 | | Chief Financial Officer | | — |
Dean Christensen | | 78 | | Secretary | | — |
Charles J. Bartolotta | | 68 | | Director | | December 2021 |
James A. Gibbons | | 78 | | Chairman | | December 2017 |
Mehmet Ulema | | 72 | | Director | | March 2022 |
Mehdi Mohamed Jawad Abdullah Al Abduwani | | 60 | | Director | | April 2023 |
David Julian Fox | | 65 | | Director | | April 2023 |
WORLDCALL PUBLIC | | | | | | |
Abbas Raza | | 53 | | Chief Executive Officer | | — |
Shahzad Saleem | | 47 | | Chief Financial Officer | | — |
Babar Ali Syed | | 51 | | Director | | |
| | | | | | |
WORLDCALL PRIVATE | | | | | | |
Ansar Iqbal Chauhan | | 45 | | Chief Financial Officer | | — |
Babar Ali Syed | | 51 | | Director | | — |
Muhammad Azhar Saeed | | 45 | | Chief Executive Officer, Director | | — |
| | | | | | |
FZC | | | | | | |
Babar Ali Syed | | 51 | | Director | | — |
Muhammad Azhar Saeed | | 45 | | Director | | — |
Officers and Directors of GlobalTech Corporation
Dana Green, Chief Executive Officer, President and Director
From December 2017 to present, Dana Green has served as our Chief Executive Officer, President, and Director.
Since 2007, Mr. Green has been the Manager of Entrada Enterprises LLC, a purchaser and manager of oil and gas properties, gas plants, and a regulated gas transmission pipeline. Since 2013, Mr. Green has been the Director of, and from July 2010 to June 2019, Mr. Green was the Vice President of Finance of, Satview Broadband Ltd, a cable TV and Broadband company. From May 2010 to October 2015, Mr. Green was the Director and Vice-President and from November 2015 to June 2019, Mr. Green was the Director and President of Pacific Energy and Mining, Inc., a publicly traded company on the OTC Markets (OTC:PEMC). From August 2003 to September 2006, Mr. Green was the Director and CEO of CF Green Corporation, a publicly traded company on the OTC Markets. From March 1992 to November 2013, Mr. Green was the Chairman and President of WENR Corp, a publicly traded company on the OTC Markets (OTC:WNRC). From November 1988 to February 1992, Mr. Green was the Director and Vice President of Engineering for Western Energy Inc, a publicly traded company on the OTC Markets.
In 1978, Mr. Green received a BSc Mineral Engineering degree from the Colorado School of Mines in Golden, Colorado.
Mr. Green’s services to us include management of corporate affairs.
As our Chief Executive Officer, President and Director, Mr. Green brings his experience in managing our day-to-day operations.
Muhammad Azhar Saeed — Chief Financial Officer of the Company, Director of WorldCALL Public and Director of WorldCall Private and FZC
Muhammad Azhar Saeed has served as the Chief Financial Officer of the Company since September 2024. From January 2018 through June 2023, Muhammad Azhar Saeed served as the Chief Financial Officer for WorldCALL Public. Since June 2017, Muhammad Azhar Saeed has been a Director for WorldCALL Public. From May 2007 to June 2017, Muhammad Azhar Saeed served as Assistant Chief Internal Auditor for WorldCALL Public. Since April 2016, Muhammad Azhar Saeed has been a Director for Worldcall Private. Since April 2016, Muhammad Azhar Saeed has been a Director for FZC. Mr. Saeed is a Fellow member of the Institute of Chartered Accountants of Pakistan. From 2002 to 2006, Mr. Saeed worked as a Chartered Accountant at Riaz Ahmed and Company. Since 2007, Mr. Saeed has worked with WorldCALL Public, serving in several different departments, including compliance, secretarial practices, and accounts. Muhammad Azhar Saeed belongs to a select group of Finance, Accounting and Strategy professionals with an accreditation of Fellow Member (FCA) of Institute of Chartered Accountants of Pakistan. As a part of our core team, he is instrumental in structuring our journey.
Dean Christensen, Secretary
Since December 2017, Dean Christensen has served as our Secretary.
From 2004 to December 2016, Mr. Christensen was the Secretary of Pacific Energy and Mining, Inc., a publicly traded company on the OTC Markets (OTC:PEMC). From 1982 to December 2014, Mr. Christensen operated a 3,000-acre ranch in Utah. From 1972 to 2004, Mr. Christensen was the President of CCCO LLC, a limited liability company that operated and drilled oil and gas wells in Utah. From 1971 to 1974, Mr. Christensen was the President of Supply Forwarding Inc., which operated cargo places from Kodiak, Alaska to Salt Lake City, Utah and operated fishing boats and shrimp crawlers in Alaska. From 1963 to 1967, Mr. Christensen served as a Chief Warrant Officer and Combat Pilot in the US Army.
In 1971, Mr. Christensen received a bachelor’s degree in Economics & Business Administration from Westminster University in Salt Lake City, Utah.
As our Secretary, Mr. Christensen brings his extensive secretary and administration experience due to his experience as Secretary of Pacific Energy and Mining Inc. and President of CCCO LLC and Supply Forwarding Inc.
Charles J Bartolotta, Director
Since December 2021, Charles J Bartolotta has been a Director for the Company.
Since April 2011, Mr. Bartolotta has been retired. From October 2000 to April 2011, Mr. Bartolotta served as the Senior Vice President, Enterprise Solutions and Senior Vice President, Operations-Customer Service for Mediacom Communications Corporation. From November 1989 to June 2000, Mr. Bartolotta worked for AT&T Broadband (fka TCI Communications and TKR Cable Company), first as Regional General Manager, then as Regional Vice President, then as Division President. From September 1983 to November 1989, Mr. Bartolotta worked for Cablevision Systems Corporation, starting as a Systems Analyst and finishing as a General Manager. From June 1978 to September 1983, Mr. Bartolotta served in the United States Army as a Lieutenant, Transportation Management from December 1978 - August 1981 and as Captain, Data Programmer and Systems Analyst, at US Army War College in Carlisle, Pennsylvania from August 1981 to September 1983.
In 1981, Mr. Bartolotta earned a Master of Science in Systems Management from University of Southern California in Wiesbaden, West Germany. In 1978, Mr. Bartolotta earned a Bachelor of Science in Engineering from the United States Military Academy in West Point, New York.
As our director, Mr. Bartolotta brings his experience managing cable television and telecommunication companies due to his experience at Mediacom Communications, Cablevision Systems Corporation and AT&T Broadband.
James A Gibbons, Chairman
Since December 2017, James A Gibbons has been a Director for the Company and since September 2024, Mr. Gibbons has been the Chairman of the Board.
Since March 2016, Mr. Gibbons has been the sole owner of JA Gibbons LLC, a consulting firm serving business client needs, solving mineral, energy, and legal issues and problems for Walker Mining Co., Pacific Energy and Mining Co., ENEXCO, and Pacific Rural Gas Coop. From February 2013 to March 2016, Mr. Gibbons was a Director for ENEXCO in Vancouver, British Columbia, Canada.
From 2007 to 2011, Mr. Gibbons served as the Governor of Nevada. From 1997 to 2006, Mr. Gibbons served as a U.S. Representative for the 2nd congressional district of Nevada.
In 1979, Mr. Gibbons received a Juris Doctor degree in Natural Resources Law from the Southwestern University School of Law. In 1973, Mr. Gibbons received a Master of Science in Mining Geology from Mackay School of Mines at the University of Nevada. In 1967, Mr. Gibbons received a Bachelor of Science in Geology from the Mackay School of Mines at the University of Nevada. From 1968 to 1974, Mr. Gibbons attended the United States Air Force Squadron Officers School, Command and Staff School and Air War College in Montgomery, Alabama.
As our Director, Mr. Gibbons brings his education and experience as a practicing attorney, Governor of Nevada, U.S. Congressman, and Director of ENEXCO.
Mehmet Ulema, Director
Since March 2022, Mehmet Ulema has been a Director for the Company.
From January 2002 to present, Mr. Ulema has been a full professor of Computer Information Systems at the O’Malley School of Business at Manhattan College in New York.
In 1980, Mr. Ulema received a Ph.D. in Computer Science from the Polytechnic Institute of New York (now Tandon School of Engineering of New York University). In 1977, Mr. Ulema received a Master’s degree in Computer Science from the Polytechnic Institute of New York. In 1972, Mr. Ulema received a master’s degree in Mechanical Engineering from Technical University of Istanbul in Turkey. In 1972, Mr. Ulema received a Bachelor’s degree in Mechanical Engineering from the Technical University of Istanbul in Turkey.
As our director, Mr. Ulema brings his experience in computer information systems.
Mehdi Mohammad Jawad Abdullah Abduwani, Director
Mehdi Mohammed Jawad Abdullah Al Abduwani is a distinguished professional with a comprehensive background in economic planning, banking, corporate and finance management, and communications. His career trajectory demonstrates significant contributions to Oman's development planning and leadership across multiple sectors, making him an influential figure in the country's economic and corporate landscape.
Mehdi Completed his Postgraduate Diploma in Development Planning Techniques Institute of Social Studies, The Hague, Netherlands in 1993. He completed his BA in Economics: Yarmouk University, Jordan in 1989.
Mehdi started his career as Research Assistant in Secretariat General of the Development Council in 1989 focusing on economic research, laying the foundation for his future roles in economic planning. Shortly after starting his career, he quickly rose to a directorial role, with position of Director General of Development Planning, Ministry of National Economy & Supreme Council for Planning during 1998-2013. His pivotal role in the Ministry and later at the Supreme Council for Planning highlighted his significant impact on Oman’s economic development strategies.
From 2013 to 2019, he served as Chief Executive Officer of National Ferries Company Oman. Mehdi's tenure as CEO was marked by significant advancements in enhancing Oman's maritime connectivity.
Mehdi's exceptional career is characterized by his strategic planning skills, deep understanding of economic dynamics, and leadership across various domains. His academic grounding in economics and development, combined with practical experience, positions him as a strategic asset in guiding companies towards growth and adapting to the evolving Omani market. His contributions to Oman's economic development and his experience in managing diverse organizations demonstrate his capability to drive sustainable growth and strategic development in any leadership role he undertakes. As a director, he is an asset for the Company’s future roadmap and strategic planning.
David Julian Fox, Director
After leaving full time education in 1977, David joined his family business which specialized in the retail and wholesale of the finest British woolens and Cashmeres to almost every country in the world. David took over the running of the business in 1984 after working in all of the departments to learn the trade. After considerable expansion, the business was sold at the start of 2000.
David then worked for 18 months in an advisory capacity to a Malaysian firm that was listing on the Kuala Lumpur Stock Exchange helping them to gain the maximum advantage of the fact that they had a manufacturing plant in the north of England.
At the end of 2001, David co-founded a wholesale telecoms company specializing in the early days of VoIP and establishing far end relationships in difficult to reach counties around the world. This company grew during the following 15 years to become a well trusted partner to many State-owned telecom companies and advising them on combatting the termination of illegal grey calls. David also worked as an agent of Hughes Global and advised on the sale of the first satellite to Pakistan.
As traditional calls diminished from 2017, David helped to found World Mobile whose mission is to use innovative technology to bring internet connectivity to countries around the world where large proportions of the population are still unconnected. This business is growing fast and has already expanded into three continents.
Since January 2006, David has served as Managing Director and Co-Founder of Holywell General Trading Limited, a UK based telecoms and tech company which also restores classic cars.
David brings his dynamic business experience to the Company and helps the Company grow by taking advantage of the latest technology and choosing prospective partners with a view to becoming a world leading telecoms and communications powerhouse.
WorldCALL Public
Abbas Raza, Chief Executive Officer of WorldCALL Public
Mr. Abbas Raza has held the position of Chief Executive Officer at WorldCall Telecom Limited since May 2023. From January 2016 to May 2023, Mr. Raza served as a Country Director in Pakistan with Ricult Inc., an Agri Tech company which attempts to leverage data analytics and digitization. During his time at Ricult Inc., he introduced Agri-tech as a new vertical for their business-to-business (B2B) sector. Abbas Raza is a high-calibre, senior international management executive with extensive telecom and management experience spanning nearly 30 years. He has held various senior roles in Operations, Business Development, Program/Project Management and Customer Management and has a truly international outlook and mindset having been based in Germany, The Netherlands, Pakistan, UK and East Africa.
Shahzad Saleem, Chief Financial Officer of WorldCALL Public
Mr. Shahzad Saleem joined WorldCALL Public in June 2003 as Chief Financial Officer. He served as Director of Finance for WorldCALL Public from June 2003 to June 2023 and as Senior Account Manager from October 2003 to June 2014. He is a highly accomplished Chief Financial Officer (CFO) known for his visionary leadership and strategic acumen. With over 20 years of experience, he is a Qualified Chartered Accountant from A.F. Ferguson and Co., a member firm of PricewaterhouseCoopers.
WorldCall Private
Ansar Iqbal Chauhan, Chief Financial Officer of Worldcall Private
Since August 1, 2019, Ansar Iqbal Chauhan has been the Chief Financial Officer of WorldCall Private.
Mr. Chauhan joined WorldCALL Public in April 2010, as Chief Internal Auditor (a role he continues to hold since December 2017) and as Senior Manager of Internal Auditors (a role he held through July 2015). From March 2008 to March 2010, Mr. Chauhan worked in the Risk department for Pak Electron Limited, a publicly traded company on the Pakistan Stock Exchange (PSX). From June 2003 to February 2008, Mr. Chauhan worked as a Chartered Accountant with Riaz Ahmed & Co., a Chartered Accountant Firm.
In 2010, Mr. Chauhan earned a degree as a Certified Internal Control Auditor from The Institute of Internal Controls, USA.
Babar Ali Syed, Director of WorldCALL Public and Director of Worldcall Private and FZC
Babar Ali Syed has been a director of WorldCALL Public since May 2023, and served as Chief Executive Officer of WorldCALL Public from 2008 untill May 2023. Since April 2016, Mr. Syed has been a Director of Worldcall Private. Since August 2016, Mr. Syed has been a Director for FZC. From June 2017 to May 2020, and again from May 2023 to present, Mr. Syed has served as a Director of WorldCALL Public. From August 2008 to May 2023, Mr. Syed served as Chief Executive Officer of WorldCALL Public.
From October 1995 to December 2001, Mr. Syed worked with Alcatel Pakistan Limited where he was the Project Manager of Network Service Data (NSD) from October 1995 to April 2000, and the Project Coordination Manager NSD in the United Arab Emirates from April 2000 to December 2001. From January 2002 to June 2006, Mr. Syed worked with Access Global LLC, UAE where he served as Project Manager for Pakistan and the United Arab Emirates from January 2000 to May 2004, and Managing Director from June 2004 to June 2006.
In 1995, Mr. Syed earned a degree in Electrical Engineering from the University of Engineering and Technology, Taxila, Pakistan.
Legal Proceedings
No officer, director, or persons nominated for such positions, promoter or significant employee has been involved in the last ten (10) years in any of the following:
| ■ | any bankruptcy petition filed by or against any business of which such person was a general partner or executive officer either at the time of the bankruptcy or within two (2) years prior to that time; |
| ■ | any conviction in a criminal proceeding or being subject to a pending criminal proceeding (excluding traffic violations and other minor offenses); |
| ■ | being subject to any order, judgment, or decree, not subsequently reversed, suspended or vacated, of any court of competent jurisdiction, permanently or temporarily enjoining, barring, suspending or otherwise limiting his involvement in any type of business, securities or banking activities; |
| ■ | being found by a court of competent jurisdiction (in a civil action), the Commission or the Commodity Futures Trading Commission to have violated a federal or state securities or commodities law, and the judgment has not been reversed, suspended, or vacated; |
| ■ | having any government agency, administrative agency, or administrative court impose an administrative finding, order, decree, or sanction against them as a result of their involvement in any type of business, securities, or banking activity; |
| ■ | being the subject of a pending administrative proceeding related to their involvement in any type of business, securities, or banking activity; and/or |
| ■ | having any administrative proceeding been threatened against you related to their involvement in any type of business, securities, or banking activity. |
Corporate Governance
In lieu of an Audit Committee, the Company’s Board of Directors is responsible for reviewing and making recommendations concerning the selection of outside auditors, reviewing the scope, results and effectiveness of the annual audit of the Company’s financial statements and other services provided by the Company’s independent public accountants. The Board of Directors reviews the Company’s internal accounting controls, practices and policies.
Other Directorships
None of our other officers and directors are directors of other Securities and Exchange Commission reporting companies.
Conflicts of Interest
Our Chief Executive Officer, President, and Director, Dana Green devotes his full time to our business. Our Chief Financial Officer, Muhammad Azhar Saeed also devotes his full time to our business. In the future, our officers and directors may engage in other business activities, investments and business opportunities that may be appropriate for presentation to us as well as other entities to which they owe a fiduciary duty. As a result, they may have conflicts of interest in determining to which entity a particular business opportunity should be presented. Our officers and directors may also in the future become affiliated with entities, engaged in business activities similar to those we intend to conduct. In general, officers and directors of a corporation are required to present business opportunities to a corporation if:
| ■ | the corporation could financially undertake the opportunity; |
| ■ | the opportunity is within the corporation’s line of business; and |
| ■ | it would be unfair to the corporation and its stockholders not to bring the opportunity to the attention of the corporation. |
Board Leadership Structure
Our Board of Directors has the responsibility for selecting the appropriate leadership structure for the Company. In making leadership structure determinations, the Board of Directors considers many factors, including the specific needs of the business and what is in the best interests of the Company’s stockholders.
Our current leadership structure is comprised of a Chairman of the Board (Mr. James A. Gibbons) and a separate Chief Executive Officer (“CEO”), Mr. Dana Green. The Board of Directors believes that this leadership structure is the most effective and efficient for the Company at this time. The Board of Directors does not have a policy as to whether the Chairman should be an independent director, an affiliated director, or a member of management. Our Board of Directors believes that the Company’s current leadership structure is appropriate because it effectively allocates authority, responsibility, and oversight between management (the Company’s CEO, Mr. Dana Green) and the members of our Board of Directors. It does this by giving primary responsibility for the operational leadership and strategic direction of the Company to its CEO, while enabling our Chairman to facilitate our Board of Directors’ oversight of management, promote communication between management and our Board of Directors, and support our Board of Directors’ consideration of key governance matters.
The Board believes that its programs for overseeing risk, as described below, would be effective under a variety of leadership frameworks and therefore do not materially affect its choice of structure.
The Board evaluates its structure periodically, as well as when warranted by specific circumstances, in order to assess which structure is in the best interests of the Company and its stockholders based on the evolving needs of the Company. This approach provides the Board appropriate flexibility to determine the leadership structure best suited to support the dynamic demands of our business.
Risk Oversight
Effective risk oversight is an important priority of the Board of Directors. Because risks are considered in virtually every business decision, the Board of Directors discusses risk throughout the year generally or in connection with specific proposed actions. The Board of Directors’ approach to risk oversight includes understanding the critical risks in the Company’s business and strategy, evaluating the Company’s risk management processes, allocating responsibilities for risk oversight, and fostering an appropriate culture of integrity and compliance with legal responsibilities. The directors exercise direct oversight of strategic risks to the Company.
While the Board oversees the Company’s strategy, management is charged with its day-to-day execution. To monitor performance against the Company’s strategy, the Board receives regular updates and actively engages in dialogue with management.
Family Relationships
None of our directors are related by blood, marriage, or adoption to any other director, executive officer, or other key employees.
Arrangements between Officers and Directors
To our knowledge, there is no arrangement or understanding between any of our officers and any other person, including directors, pursuant to which the officer was selected to serve as an officer.
Code of Ethics
We plan to adopt a Code of Ethics in the future, at the latest prior to our stock being listed on an exchange that requires us to have a formal Code of Ethics. We do not currently have a Code of Ethics.
Board of Directors Meetings
During the year ending December 31, 2024, the Board held four formal meetings. Each director attended at least 75% of the total number of meetings of the Board. The Company has not adopted a policy requiring its directors to attend its annual meeting of stockholders. The following director attended the annual meeting of stockholders held in 2024: Dana Green.
Insider Trading/Policy Against Hedging
The Company recognizes that hedging against losses in Company shares may disturb the alignment between stockholders and executives that equity awards are intended to build; however, while ‘short sales’ are discouraged by the Company, the Company does not currently have a policy prohibiting such transactions or any formal insider trading policy. The Company believes that such a policy is not currently necessary because of the limited market for the Company’s securities.
Policy on Timing of Equity Award Grants
The Board has not established policies and practices (whether written or otherwise) regarding the timing of option grants or other awards in relation to the release of material nonpublic information (“MNPI”) and does not take MNPI into account when determining the timing and terms of stock option or other equity awards to executive officers. The Company does not time the disclosure of MNPI, whether positive or negative, for the purpose of affecting the value of executive compensation.
Compensation Recovery and Clawback Policies
Under the Sarbanes-Oxley Act of 2002 (the “Sarbanes-Oxley Act”), in the event of misconduct that results in a financial restatement that would have reduced a previously paid incentive amount, we can recoup those improper payments from our Chief Executive Officer and Chief Financial Officer. The SEC also recently adopted rules which direct national stock exchanges to require listed companies to implement policies intended to recoup bonuses paid to executives if the company is found to have misstated its financial results. We plan to implement a clawback policy in the future, if required, although we have not yet implemented such policy and are not yet required to.
Committees of the Board
While we have not adopted any charters of any Board committees, we currently have an Audit Committee, Compensation Committee and Nominating Committee, with each of our six directors serving as members of each committee. We anticipate adopting charters of the various committees and reshuffling our committees to only be made up of independent directors in the future.
Our Company does not have any defined policy or procedural requirements for stockholders to submit recommendations or nominations for directors. Our directors believe that, given the stage of our development, a specific nominating policy would be premature and of little assistance until our business operations develop to a more advanced level. Our Company does not currently have any specific or minimum criteria for the election of nominees to the Board of Directors and we do not have any specific process or procedure for evaluating such nominees. The Board of Directors will assess all candidates, whether submitted by management or stockholders, and make recommendations for election or appointment.
Section 16(a) of the Securities Exchange Act of 1934
Section 16(a) of the Exchange Act requires our executive officers, directors and persons who beneficially own more than 10% of a registered class of our equity securities to file with the SEC initial reports of ownership and reports of changes in ownership of our common stock and other equity securities. These executive officers, directors, and greater than 10% beneficial owners are required by SEC regulation to furnish us with copies of all Section 16(a) forms filed by such reporting persons.
Based solely upon our review of the Section 16(a) filings that have been filed with the SEC during fiscal 2024, we believe that each of Dana Green, our Chief Executive Officer, President, Director; Charles J. Bartolotta, our Director; James A. Gibbons, our Director; Mehmet Ulema, our Director; and Mehdi Mohamed Jawad Abdullah Al Abduwani, our Director; and David Julian Fox, our Director, each filed Form 3 initial statements of beneficial ownership in 2024 which were untimely filed. Additionally, each of, and Babar Ali Syed, a greater than 10% stockholder of the Company and Muhammed Azhar Saeed, a greater than 10% stockholder of the Company and the Company’s Chief Financial filed required Form 3 untimely.
ITEM 15. EXHIBITS, FINANCIAL STATEMENTS AND SCHEDULES
(a) No financial statement or supplemental data is filed with this Amendment No. 1 to Form 10-K. See Index to Financial Statements and Supplemental Data of the Original Form 10-K.
(b) Exhibits
The exhibits required to be filed by Item 15 are set forth in, and filed with or incorporated by reference in, the “Exhibit Index” of the Original Form 10-K. The attached list of exhibits in the “Exhibit Index” sets forth the additional exhibits required to be filed with this Amendment No. 1 and is incorporated herein by reference in response to this item.
| Exhibit Number | | Description |
| |
31.3* | | Certification of Principal Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act |
31.4* | | Certification of Principal Accounting Officer pursuant to Section 302 of the Sarbanes-Oxley Act |
101.INS | | Inline XBRL Instance Document (filed herewith) |
101.SCH | | Inline XBRL Taxonomy Extension Schema With Embedded Linkbase Documents (filed herewith) |
104 | | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Exchange Act, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
| | GLOBALTECH CORPORATION | |
| | | |
Dated: April 16, 2026 | By: | /s/ Dana Green | |
| | Dana Green | |
| | Chief Executive Officer, President and Director | |
| | (Principal Executive Officer) | |
