[10-Q] GlobalTech Corp Quarterly Earnings Report
GlobalTech Corporation (GLTK) reported Q3 2025 results. Net revenue for the quarter was $5,540,550, up from $5,017,195 a year ago. The company posted a net loss of $713,086, compared with a loss of $455,818 last year, and recorded basic and diluted loss per share of $0.005. For the nine months, revenue was $15,510,338 and net loss was $2,959,960.
The balance sheet showed total assets of $64,539,307 and total liabilities of $47,751,080, resulting in shareholders’ equity of $16,788,227 as of September 30, 2025. Cash and cash equivalents were $1,069,413, with restricted cash of $2,761,779. Operating cash flow for the nine months was $282,795, and financing inflows of $1,229,665 reflected a $1,400,000 convertible loan, partly offset by repayments.
The company issued 10,000,000 common shares (par $0.0001) adding $9,999,000 to additional paid-in capital; total common shares outstanding were 149,933,391 as of November 7, 2025. Advances for intangible assets rose to $12,463,922, including $10,000,000 for a Sports League Management System via stock consideration. Other comprehensive loss was driven by a foreign currency translation adjustment.
- None.
- None.
Insights
Revenue grew, losses narrowed year‑to‑date; funding adds flexibility.
GlobalTech posted Q3 revenue of
Liquidity indicators show
Balance sheet totals were
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
(Mark One)
| QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the quarterly period ended
| TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
Commission file number
(Exact Name of registrant as specified in its charter) |
| ||
(State or other jurisdiction of |
| (I.R.S. Employer |
incorporation or organization) |
| Identification Number) |
(Address of principal executive offices, including zip code.)
(
(Telephone number, including area code)
N/A
(Former name, former address, and former fiscal year, if changed since last report)
Securities registered pursuant to Section 12(b) of the Act: None.
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 past 90 days.
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-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).
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 | ☐ |
☒ | 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 is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes
Indicate the number of shares outstanding of each of the registrant’s classes of common stock as of the latest practicable date:
Table of Contents
|
|
| Page |
|
Glossary of Industry Terms |
| 3 |
| |
Cautionary Note Regarding Forward-Looking Statements |
| 4 |
| |
|
|
|
| |
PART I. FINANCIAL INFORMATION | ||||
Item 1. | Condensed Consolidated Financial Statements (Unaudited) |
| 5 |
|
| Condensed Consolidated Balance Sheets as on September 30, 2025 (Unaudited) and December 31, 2024 |
| 5 |
|
| Condensed Consolidated Statements of Operations for the three and nine months ended September 30, 2025 and 2024 (Unaudited) |
| 6 |
|
| Condensed Consolidated Statements of Comprehensive Income for the three and nine months ended September 30, 2025 and 2024 (Unaudited) |
| 7 |
|
| Condensed Consolidated Statements of Cash flows for the nine months ended September 30, 2025 and 2024 (Unaudited) |
| 8 |
|
| Condensed Consolidated Statements of Shareholders’ Equity for the three and nine months ended September 30, 2025 and 2024 (Unaudited) |
| 9 |
|
| Notes to the Condensed Consolidated Financial Statements (Unaudited) |
| 10 |
|
Item 2. | Management’s Discussion and Analysis of Financial Condition and Results of Operations |
| 34 |
|
Item 3. | Quantitative and Qualitative Disclosures about Market Risk |
| 48 |
|
Item 4. | Controls and Procedures |
| 48 |
|
|
|
|
|
|
PART II. OTHER INFORMATION | ||||
Item 1. | Legal Proceedings |
| 49 |
|
Item 1A. | Risk Factors |
| 49 |
|
Item 2. | Unregistered Sales of Equity Securities and Use of Proceeds |
| 55 |
|
Item 3. | Defaults upon Senior Securities |
| 55 |
|
Item 4. | Mine Safety Disclosures |
| 55 |
|
Item 5. | Other Information |
| 55 |
|
Item 6. | Exhibits |
| 56 |
|
| 2 |
| Table of Contents |
Glossary of Industry Terms
The following are abbreviations, acronyms and definitions of certain terms used in this document, which are commonly used in our industry:
“AI” means artificial intelligence.
“BEPS” means base erosion and profit shifting, which are tax planning strategies that exploit gaps and mismatches in national tax laws to shift profits to low or no tax locations.
“CESTAT” means Pakistan’s Customs, Excise and Sales Tax Appellate Tribunal.
“CIR” means Commissioner Inland Revenue is the commissioner of Pakistan’s Federal Board of Revenue.
“DPLC” means domestic private lease circuits, a private, point-to-point connection between two locations within a country, ensuring exclusive use of bandwidth.
“ECA” means the U.S. Export Control Reform Act of 2018.
“FCPA” means the U.S. Foreign Corrupt Practices Act.
“Fiber” thin flexible fibers of glass or other transparent solids used to transmit light signals for telecommunications.
“FTTH” means fiber to the home, a broadband internet technology that uses optical fiber to deliver high-speed internet directly to individual buildings.
“GoP” means the Government of Pakistan.
“IT” means information technology.
“LDI” means the Company’s 55% owned subsidiary, WorldCALL Public’s Long Distance & International network.
“LHC” means the Honorable Lahore High Court.
“MoIT&T” means Pakistan lies with the Ministry of Information Technology and Telecommunication.
“OECD” means Organization for Economic Co-operation and Development.
“OLT” means optical line termination, a piece of hardware in a PON, acting as the service provider’s endpoint, converting electrical signals to optical signals for transmission over fiber optic cables and managing data traffic to multiple subscribers.
“ONT” means optical network termination, a device that serves as the endpoint of an optical network, connecting users to the network.
“Ordinance” means Pakistan’s Income Tax Ordinance, 2001.
“PEMRA” means the Pakistan Electronic Media Regulatory Authority.
“PON” means passive optical network, a fiber-optic telecommunications network that uses only unpowered devices to carry signals.
“PTA” means the Pakistan Telecommunications Authority.
“Telecommunications Act” means the Pakistan Telecommunications (Re-organization) Act, 1996, as amended.
“Telecommunications Rules” means the rules and regulations made under the Telecommunications Act.
“ARD” means annual regulatory dues.
“VOIP” means voice over internet protocol.
| 3 |
| Table of Contents |
Cautionary Note Regarding Forward-Looking Statements.
Certain of the matters we discuss in this quarterly report may constitute forward-looking statements. You can identify forward-looking statements because they contain words such as “believes”, “expects”, “may”, “will”, “should”, “seeks”, “approximately”, “intends”, “plans”, “estimates”, “anticipates”, or similar expressions which concern our strategy, plans or intentions. All statements we make relating to estimated and projected earnings, margins, costs, expenditures, cash flows, growth rates and financial results are forward-looking statements. In addition, we, through our senior management, from time to time make forward-looking public statements concerning our expected future operations and performance and other developments. All of these forward-looking statements are subject to risks and uncertainties that may change at any time, and, therefore, our actual results may differ materially from those we expected. We derive most of our forward-looking statements from our operating budgets and forecasts, which are based upon many detailed assumptions. While we believe that our assumptions are reasonable, we caution that it is very difficult to predict the impact of known factors, and, of course, it is impossible for us to anticipate all factors that could affect our actual results. There may be other factors not presently known to us or which we currently consider to be immaterial that may cause our actual results to differ materially from the forward-looking statements.
Forward-looking statements include, but are not limited to, statements about:
| · | our need for additional capital, the terms of such capital and potential dilution caused thereby; |
| · | the fact that we are exposed to foreign currency exchange loss, fluctuation and translation risks related to our business in Pakistan; |
| · | the international economic environment, geopolitical developments and unexpected global events could cause our business to decline; |
| · | the fact that emerging markets, where our operations are located, are subject to greater risks than investing in more developed markets, including significant political, legal and economic risks; |
| · | the unpredictability of our revenue performance due to the fact that a large majority of our customers have not entered into long-term fixed contracts with us; |
| · | our ability to compete in highly competitive markets, which we expect only to become more competitive, and as a result, we may have difficulty expanding our customers base or retaining existing customers; |
| · | our ability to keep pace with technological changes and evolving industry standards, which could harm our competitive position and, in turn, materially harm our business; |
| · | 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, which may cause customers to lose confidence in our services; |
| · | the highly capital-intensive nature of the telecommunications industry, which requires substantial and ongoing expenditures of capital; |
| · | the terms of our interconnect agreements and access to third-party-owned infrastructure and networks, over which we have no direct control; |
| · | increases in license fees; |
| · | risks related to our ability to continue to conduct our activities in a manner so as to not be deemed an investment company under the Investment Company Act of 1940, as amended; |
| · | the loss of important intellectual property rights, as well as third-party claims that we have infringed on their intellectual property rights; |
| · | our substantial amounts of indebtedness and debt service obligations; |
| · | our ability to keep ownership control of Worldcall Telecom Limited; |
| · | conflicts of interest; |
| · | our ability to comply with an extensive variety of laws and regulations; |
| · | the fact that our operating subsidiaries, assets and certain of our officers and directors are located in Pakistan; |
| · | the outcome of legal disputes, claims and litigation; |
| · | our ability to obtain and maintain licenses; |
| · | economic downturns both in Pakistan and globally, changes in inflation and interest rates, increased costs of borrowing associated therewith and potential declines in the availability of such funding; |
| · | risks relating to future divestitures, asset sales, joint ventures and acquisitions; |
| · | future operating results; and |
| · | other plans, objectives, expectations and intentions contained in this Report that are not historical. |
All forward-looking statements and projections attributable to us or persons acting on our behalf apply only as of the date of this Report and are expressly qualified in their entirety by the cautionary statements included in this Report. We undertake no obligation to publicly update or revise any written or oral forward-looking statements made by us or on our behalf, including any of the projections presented herein, to reflect events or circumstances after the date made or to reflect the occurrence of unanticipated events.
As used in this report, the terms “we”, “us”, “our” and the “Company”, refer to GlobalTech Corporation, a Nevada corporation and its consolidated subsidiaries. The Company serves as a holding company for its consolidated subsidiaries discussed in greater detail below.
| 4 |
| Table of Contents |
PART I.
Item 1. Financial Statements.
GLOBALTECH CORPORATION
CONDENSED CONSOLIDATED BALANCE SHEETS
AS OF SEPTEMBER 30, 2025 AND DECEMBER 31, 2024 |
|
| September 30, |
|
| December 31, |
| ||
|
| 2025 |
|
| 2024 |
| ||
ASSETS |
| (Unaudited) |
|
|
| |||
Current assets: |
|
|
|
|
|
| ||
Cash and cash equivalents |
| $ |
|
| $ |
| ||
Restricted cash |
|
|
|
|
|
| ||
Accounts receivable – net - Pledge |
|
|
|
|
|
| ||
Short term investments - Pledge |
|
|
|
|
|
| ||
Prepayments |
|
|
|
|
|
| ||
Stores and spares - Pledged |
|
|
|
|
|
| ||
Loans and advances |
|
|
|
|
|
| ||
Other receivables |
|
|
|
|
|
| ||
Total current assets |
|
|
|
|
|
| ||
Property, plant and equipment - Mortgage |
|
|
|
|
|
| ||
Operating lease right-of-use assets |
|
|
|
|
|
| ||
Intangible assets – net - Mortgage |
|
|
|
|
|
| ||
Advances for Intangible assets |
|
|
|
|
|
| ||
Long term loans and other assets |
|
|
|
|
|
| ||
Deferred tax asset |
|
|
|
|
|
| ||
TOTAL ASSETS |
| $ |
|
| $ |
| ||
LIABILITIES AND STOCKHOLDERS’ EQUITY |
|
|
|
|
|
|
|
|
Current liabilities: |
|
|
|
|
|
|
|
|
Trade and other payables |
| $ |
|
| $ |
| ||
Current portion of non-current liabilities |
|
|
|
|
|
| ||
Accrued interest |
|
|
|
|
|
| ||
Short term borrowings |
|
|
|
|
|
| ||
Provision for taxation – net |
|
|
|
|
|
| ||
Total current liabilities |
|
|
|
|
|
| ||
Term finance certificates |
|
|
|
|
|
| ||
Long term financing – secured |
|
|
|
|
|
| ||
Convertible loan |
|
|
|
|
|
| ||
Long term deposits and payable |
|
|
|
|
|
| ||
License fee payable |
|
|
|
|
|
| ||
Operating lease liability |
|
|
|
|
|
| ||
Post employment benefits |
|
|
|
|
|
| ||
Other payables |
|
|
|
|
|
| ||
Total non-current liabilities |
|
|
|
|
|
| ||
TOTAL LIABILITIES |
| $ |
|
| $ |
| ||
CONTINGENCIES AND COMMITMENTS |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
SHAREHOLDERS’ EQUITY: |
|
|
|
|
|
|
|
|
Common stock, $ |
|
|
|
|
|
| ||
Additional paid in capital |
|
|
|
|
|
| ||
Accumulated other comprehensive loss |
|
| ( | ) |
|
| ( | ) |
Accumulated deficit |
|
| ( | ) |
|
| ( | ) |
Non – controlling interest |
|
|
|
|
|
| ||
TOTAL SHAREHOLDERS’ EQUITY |
|
|
|
|
|
| ||
TOTAL LIABILITIES AND SHAREHOLDERS’ EQUITY |
| $ |
|
| $ |
| ||
The accompanying consolidated notes are an integral part of these unaudited condensed consolidated financial statements.
| 5 |
| Table of Contents |
GLOBALTECH CORPORATION
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (UNAUDITED)
FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2025 AND 2024 |
|
| FOR THE THREE MONTHS |
|
| FOR THE NINE MONTHS |
| ||||||||||
|
| ENDED |
|
| ENDED |
| ||||||||||
|
| 2025 |
|
| 2024 |
|
| 2025 |
|
| 2024 |
| ||||
NET REVENUE |
| $ |
|
| $ |
|
| $ |
|
| $ |
| ||||
Direct operating costs (exclusive of depreciation and amortization shown below) |
|
| ( | ) |
|
| ( | ) |
|
| ( | ) |
|
| ( | ) |
Other operating costs |
|
| ( | ) |
|
| ( | ) |
|
| ( | ) |
|
| ( | ) |
Depreciation and amortization |
|
| ( | ) |
|
| ( | ) |
|
| ( | ) |
|
| ( | ) |
Other expenses |
|
| ( | ) |
|
| ( | ) |
|
| ( | ) |
|
| ( | ) |
OPERATING LOSS |
|
| ( | ) |
|
| ( | ) |
|
| ( | ) |
|
| ( | ) |
OTHER: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Other income – net |
|
|
|
|
|
|
|
|
|
|
|
| ||||
Finance cost |
|
| ( | ) |
|
| ( | ) |
|
| ( | ) |
|
| ( | ) |
LOSS BEFORE TAXATION |
|
| ( | ) |
|
| ( | ) |
|
| ( | ) |
|
| ( | ) |
Taxation |
|
| ( | ) |
|
| ( | ) |
|
| ( | ) |
|
| ( | ) |
NET LOSS |
| $ | ( | ) |
| $ | ( | ) |
| $ | ( | ) |
| $ | ( | ) |
NET LOSS ATTRIBUTABLE TO: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Common shareholders of GlobalTech Corporation |
|
| ( | ) |
|
| ( | ) |
|
| ( | ) |
|
| ( | ) |
Non - controlling interest (NCI) |
|
| ( | ) |
|
| ( | ) |
|
| ( | ) |
|
| ( | ) |
Net loss attributable to parent |
|
| ( | ) |
|
| ( | ) |
|
| ( | ) |
|
| ( | ) |
Net loss per common share: basic and diluted |
| $ | ( | ) |
| $ | ( | ) |
| $ | ( | ) |
| $ | ( | ) |
Weighted-average common shares used to compute basic and diluted loss per share |
|
|
|
|
|
|
|
|
|
|
|
| ||||
The accompanying consolidated notes are an integral part of these unaudited condensed consolidated financial statements.
| 6 |
| Table of Contents |
GLOBALTECH CORPORATION
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS (UNAUDITED)
FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2025 AND 2024 |
|
| FOR THE THREE MONTHS |
|
| FOR THE NINE MONTHS |
| ||||||||||
|
| ENDED |
|
| ENDED |
| ||||||||||
|
| 2025 |
|
| 2024 |
|
| 2025 |
|
| 2024 |
| ||||
NET LOSS |
| $ | ( | ) |
| $ | ( | ) |
| $ | ( | ) |
| $ | ( | ) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Items that will not be reclassified to profit or loss: |
|
| - |
|
|
|
|
|
|
|
|
|
|
|
|
|
Changes in fair value of financial assets through other comprehensive income |
|
|
|
|
|
|
|
|
|
|
|
|
| |||
Foreign currency translation adjustment |
|
| ( | ) |
|
|
|
|
| ( | ) |
|
|
| ||
Other Comprehensive income (loss) - net of tax |
|
| ( | ) |
|
|
|
|
| ( | ) |
|
|
| ||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
COMPREHENSIVE LOSS |
|
| ( | ) |
|
| ( | ) |
|
| ( | ) |
|
| ( | ) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
COMPREHENSIVE LOSS ATTRIBUTABLE TO: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Common shareholders of GlobalTech Corporation |
| $ | ( | ) |
| $ | ( | ) |
| $ | ( | ) |
| $ | ( | ) |
Non - controlling interest (NCI) |
|
| ( | ) |
|
| ( | ) |
|
| ( | ) |
|
| ( | ) |
Comprehensive loss attributable to GlobalTech |
|
| ( | ) |
|
| ( | ) |
|
| ( | ) |
|
| ( | ) |
The accompanying consolidated notes are an integral part of these unaudited condensed consolidated financial statements.
| 7 |
| Table of Contents |
GLOBALTECH CORPORATION
CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS (UNAUDITED)
FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2025 AND 2024 |
|
| 2025 |
|
| 2024 |
| ||
CASH FLOWS FROM OPERATING ACTIVITIES |
|
|
|
|
|
| ||
Net loss |
| $ | ( | ) |
| $ | ( | ) |
Adjustment for non-cash charges and other items: |
|
|
|
|
|
|
|
|
Depreciation and amortization |
|
|
|
|
|
| ||
Gain on disposal of tangible assets |
|
| ( | ) |
|
|
|
|
Interest accretion on liabilities |
|
|
|
|
|
| ||
Liabilities written off on settlements with parties |
|
| ( | ) |
|
| ( | ) |
Post-employment benefits |
|
|
|
|
|
| ||
Income on deposits, advances and savings accounts |
|
| ( | ) |
|
| ( | ) |
Exchange loss on liabilities |
|
|
|
|
| ( | ) | |
Changes in operating assets and liabilities: |
|
|
|
|
|
|
|
|
Stores and spares |
|
|
|
|
|
| ||
Accounts receivables |
|
| ( | ) |
|
|
| |
Loans and advances |
|
| ( | ) |
|
| ( | ) |
Short term investment |
|
| ( | ) |
|
| ( | ) |
Prepayments |
|
|
|
|
| ( | ) | |
Other receivables |
|
|
|
|
| ( | ) | |
Trade and other payables |
|
|
|
|
|
| ||
Increase / (Decrease) in non-current liabilities and assets: |
|
|
|
|
|
|
|
|
Long term deposits and payables |
|
|
|
|
| ( | ) | |
Other payables |
|
| ( | ) |
|
|
| |
Long term loans and other assets |
|
|
|
|
|
| ||
Post employment benefits paid |
|
|
|
|
| ( | ) | |
Income on deposit and savings accounts |
|
|
|
|
|
| ||
Lease rental payments |
|
| ( | ) |
|
| ( | ) |
Finance cost paid |
|
| ( | ) |
|
| ( | ) |
Income tax paid |
|
| ( | ) |
|
| ( | ) |
Net cash generated from operating activities |
|
|
|
|
|
| ||
CASH FLOWS FROM INVESTING ACTIVITIES |
|
|
|
|
|
|
|
|
Purchase of property, plant and equipment |
|
| ( | ) |
|
| ( | ) |
Net cash used in investing activities |
|
| ( | ) |
|
| ( | ) |
CASH FLOWS FROM FINANCING ACTIVITIES |
|
|
|
|
|
|
|
|
Repayment of long-term financing |
|
| ( | ) |
|
| ( | ) |
Receipt of convertible loan |
|
|
|
|
|
|
| |
Net cash generated from (used in) financing activities |
|
|
|
|
| ( | ) | |
Net increase in Cash and Cash Equivalents |
|
|
|
|
|
| ||
Cash and Cash Equivalent at the beginning of the Period |
|
|
|
|
|
| ||
Exchange effect |
|
| ( | ) |
|
|
| |
Cash and Cash Equivalent at the End of the Period |
| $ |
|
| $ |
| ||
SUPPLEMENTAL INFORMATION - Cash paid during the period for: |
|
|
|
|
|
|
|
|
Income taxes |
| $ | ( | ) |
| $ | ( | ) |
Interest |
| $ | ( | ) |
| $ | ( | ) |
|
|
|
|
|
|
|
|
|
The cash and cash equivalent, for cashflow statements, comprises of the following: |
|
|
|
|
|
|
|
|
Cash and cash equivalent |
| $ |
|
| $ |
| ||
Restricted cash |
|
|
|
|
|
| ||
|
| $ |
|
| $ |
| ||
The accompanying consolidated notes are an integral part of these unaudited condensed consolidated financial statements.
| 8 |
| Table of Contents |
GLOBALTECH CORPORATION
CONDENSED CONSOLIDATED SHAREHOLDERS’ EQUITY (UNAUDITED)
FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2025 AND 2024 |
|
| Common Share |
|
|
|
|
| Accumulated Other Comprehensive Income |
|
|
|
|
|
|
|
|
|
| ||||||||||||||||||
Description |
| Shares |
|
| Amount |
|
| Additional Paid in Capital |
|
| Other Comprehensive Loss |
|
| Translation Reserve |
|
| Total |
|
| Accumulated Deficit |
|
| Non-Controlling Interest |
|
| Total |
| |||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |||||||||
Balance as of January 1, 2025 |
|
|
|
|
|
|
|
|
|
|
| ( | ) |
|
|
|
|
| ( | ) |
|
| ( | ) |
|
|
|
|
|
| ||||||
Net loss attributable for the nine months ended September 30, 2025 |
|
| - |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| ( | ) |
|
| ( | ) |
|
| ( | ) | |||||
Other comprehensive loss for the nine months ended September 30, 2025 |
|
| - |
|
|
|
|
|
|
|
|
|
|
|
| ( | ) |
|
| ( | ) |
|
|
|
|
| ( | ) |
|
| ( | ) | ||||
Total comprehensive loss for the nine months ended September 30, 2025 |
|
| - |
|
|
|
|
|
|
|
|
|
|
|
| ( | ) |
|
| ( | ) |
|
| ( | ) |
|
| ( | ) |
|
| ( | ) | |||
Issue of common stock |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |||||||||
Balance as of September 30, 2025 |
|
|
|
|
|
|
|
|
|
|
| ( | ) |
|
|
|
|
| ( | ) |
|
| ( | ) |
|
|
|
|
|
| ||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance as of January 1, 2024 |
|
|
|
|
|
|
|
|
|
|
| ( | ) |
|
|
|
|
| ( | ) |
|
| ( | ) |
|
|
|
|
|
| ||||||
Net loss attributable for the nine months ended September 30, 2024 |
|
| - |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| ( | ) |
|
| ( | ) |
|
| ( | ) | |||||
Other comprehensive loss for the nine months ended September 30, 2024 |
|
| - |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||||||||
Total comprehensive loss for the nine months ended September 30, 2024 |
|
| - |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| ( | ) |
|
| ( | ) |
|
| ( | ) | |||||
Issue of common stock |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |||||||||
Balance as of September 30, 2024 |
|
|
|
|
|
|
|
|
|
|
| ( | ) |
|
|
|
|
| ( | ) |
|
| ( | ) |
|
|
|
|
|
| ||||||
FOR THE THREE MONTHS ENDED SEPTEMBER 30, 2025 AND 2024
|
| Common Share |
|
|
|
|
| Accumulated Other Comprehensive Income |
|
|
|
|
|
|
| |||||||||||||||||||||
|
|
|
|
|
|
| Additional Paid in |
|
| Other Comprehensive |
|
| Translation |
|
|
|
|
| Accumulated |
|
| Non-Controlling |
|
|
|
| ||||||||||
Description |
| Shares |
|
| Amount |
|
| Capital |
|
| Loss |
|
| Reserve |
|
| Total |
|
| Deficit |
|
| Interest |
|
| Total |
| |||||||||
Balance as of July 1, 2025 |
|
|
|
| $ |
|
|
|
|
| $ | ( | ) |
| $ |
|
| $ | ( | ) |
| $ | ( | ) |
| $ |
|
| $ |
| ||||||
Net loss attributable for the three months ended September 30, 2025 |
|
| - |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| ( | ) |
|
| ( | ) |
|
| ( | ) | |||||
Other comprehensive loss for three months ended September 30, 2025 |
|
| - |
|
|
|
|
|
|
|
|
|
|
|
| ( | ) |
|
| ( | ) |
|
|
|
|
| ( | ) |
|
| ( | ) | ||||
Total comprehensive loss for the three months ended September 30, 2025 |
|
| - |
|
|
|
|
|
|
|
|
|
|
|
| ( | ) |
|
| ( | ) |
|
| ( | ) |
|
| ( | ) |
|
| ( | ) | |||
Issue of common stock |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |||||
Balance as of September 30, 2025 |
|
|
|
|
|
|
|
|
|
|
| ( | ) |
|
|
|
|
| ( | ) |
|
| ( | ) |
|
|
|
|
|
| ||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance as of July 1, 2024 |
|
|
|
| $ |
|
|
|
|
| $ | ( | ) |
| $ |
|
| $ | ( | ) |
| $ | ( | ) |
| $ |
|
| $ |
| ||||||
Net loss attributable for the three months ended September 30, 2024 |
|
| - |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| $ | ( | ) |
| $ | ( | ) |
| $ | ( | ) | |||||
Other comprehensive loss for the three months ended September 30, 2024 |
|
| - |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||||||||
Total comprehensive loss for the three months ended September 30, 2024 |
|
| - |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| ( | ) |
|
| ( | ) |
|
| ( | ) | |||||
Issue of common stock |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |||||||||
Balance as of September 30, 2024 |
|
|
|
|
|
|
|
|
|
|
| ( | ) |
|
|
|
|
| ( | ) |
|
| ( | ) |
|
|
|
|
|
| ||||||
The accompanying consolidated notes are an integral part of these unaudited condensed consolidated financial statements.
| 9 |
| Table of Contents |
GLOBALTECH CORPORATION
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
AS OF AND FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2025 AND 2024 (UNAUDITED)
1. ORGANIZATION AND BUSINESS
GlobalTech Corporation (the “Company”) is a Nevada Corporation, incorporated with the name of Elko Broadband Inc (“EBI”) on December 12, 2017. The Company changed its name on March 23, 2022, to GlobalTech Corporation following a plan of reorganization as disclosed in note 1.1. GlobalTech Corporation is a broadband company and provides broadband services.
1.1 A Plan and Agreement of Reorganization between Worldcall Holding Inc. and GlobalTech Corporation.
A Plan and Agreement of Reorganization dated December 31, 2021, has been entered into by and between Elko Broadband Inc., (now as GlobalTech Corporation) and Worldcall Holding Inc.(“WHI”), wherein the transfer of all assets, properties and liabilities of WHI, were exchanged for
The Plan and Agreement of Reorganization was accounted for as a reverse acquisition where EBI was a legal acquirer (the accounting acquiree) and WHI was a legal acquiree (the accounting acquirer).
The transaction has been consummated and trading of the Company’s common stock on the over the counter (OTC) market commenced on April 24, 2024.
1.2. Legal Subsidiaries
1.2.1. WorldCall Telecom Limited
WTL is a public limited Company, incorporated in Pakistan on March 15, 2001, under the repealed Companies Ordinance, 1984 (now the Companies Act, 2017). Its shares are quoted on the Pakistan Stock Exchange. WTL commenced its operations on December 1, 2004, and is engaged in providing Wireless Local Loop (“WLL”) and Long Distance & International (“LDI”) services in Pakistan; re-broadcasting international/national satellite/terrestrial wireless and cable television and radio signals; interactive communication and establishing, maintaining and operating the licensed telephony services. The Company and its subsidiaries (the “Group”) have been licensed by Pakistan Telecommunication Authority (“PTA”) and Pakistan Electronic Media Regulatory Authority (“PEMRA”) for these purposes. WTL is domiciled in Pakistan and its principal place of business is situated at Plot # 112-113, Block S, Quaid -e Azam Industrial Estate, Kot Lakhpat, Lahore.
Consolidation of Worldcall Telecom Limited (WTL)
The Company owns directly and indirectly through associates an aggregate of around
| · | Voting Interest Model: The Company appoints a majority of WTL’s board of directors and has substantive decision-making authority over WTL’s significant operating and financing activities. No shareholder agreements, contractual arrangements, or regulatory restrictions exist that limit these rights. Accordingly, WTL is consolidated under the Voting Interest Model. |
|
|
|
| · | VIE Model: Due to WTL’s recurring losses and going concern uncertainties, management also considered whether WTL meets the definition of a VIE. WTL’s equity is not sufficient to independently finance its operations, and other equity holders lack substantive rights to direct activities that most significantly affect WTL’s economic performance. The Company has the power to direct those activities and is exposed to variability in returns through its ownership and support arrangements. As such, the Company is the primary beneficiary of WTL, and consolidation under the VIE model results in the same conclusion. |
The Company determined that it holds a controlling financial interest in WTL. Accordingly, WTL is consolidated in the accompanying consolidated financial statements.
1.2.2. WorldCall Services (Pvt) Limited
WorldCall Services (Private) Limited (“WSL”), a wholly-owned subsidiary of the Company, was incorporated on October 5, 2009, as a private limited Company in Pakistan, under the Companies Ordinance 1984 (Repealed) now the Companies Act, 2017. The objectives of WSL include, but are not limited to, carrying on and undertaking the business of providing channel placement services, payphone services and generating revenue from communication services. The registered office of WSL is situated at Plot # 112-113, Block S, Quaid -e Azam Industrial Estate, Kot Lakhpat, Lahore, Pakistan.
| 10 |
| Table of Contents |
1.2.3. Ferret Consulting - (FZC)
Ferret Consulting (FZC), a wholly-owned subsidiary of the Company, is a limited liability company registered in Emirates of Ajman, UAE as a Free Zone Company, in accordance with the Free Zone laws and regulations enforced in the Emirates of Ajman, U.A.E. It was registered on August 24, 2016 and commenced operations thereon. The objectives of the company include management consultancy and technology services.
1.2.4. Rout 1 Digital (Pvt) Limited
Route 1 Digital is a private limited company, a wholly-owned subsidiary of Worldcall Telecom Limited, incorporated under the Companies Ordinance 1984 (now the Companies Act, 2017) on December 21, 2016. The primary business is to carry out the business of all transport services, sharing motor vehicle transportation with another or others, and consultancy in the field of information technology, software development and all activities ancillary thereto. The registered office of the company is situated at Plot # 112-113, Block S, Quaid -e Azam Industrial Estate, Kot Lakhpat, Lahore, Pakistan.
2. BASIS OF PREPARATION OF CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
Basis of Presentation — The financial information presented in the accompanying unaudited condensed consolidated financial statements, has been prepared in accordance with rules and regulations of the U.S. Securities and Exchange Commission (“SEC”) for Quarterly Reports on Form 10-Q and Article 10-01 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by U.S. generally accepted accounting principles (“U.S. GAAP”) for complete financial statements. In the opinion of management, the accompanying unaudited condensed consolidated financial statements and notes include all adjustments (consisting only of normal recurring adjustments) necessary for a fair presentation of the condensed consolidated financial position, results of operations, comprehensive loss and cash flows for the periods presented. These unaudited condensed consolidated financial statements should be read in conjunction with the annual audited consolidated financial statements and notes thereto, including the Company’s accounting policies for the year ended December 31, 2024 included in the Company’s Annual Report on Form 10-K filed on March 27, 2025 with the SEC. The results of the three and nine months ended September 30, 2025 are not necessarily indicative of the results to be expected for the year ending December 31, 2025, for other interim periods, or for future years.
Basis of Consolidation — The Company’s unaudited interim condensed consolidated financial statements are prepared in accordance with U.S. GAAP. These financial statements include the operating results and financial condition of GlobalTech Corporation, its wholly-owned subsidiaries; WSL (acquired on November 2021), Ferret Consulting FZC (acquired on November 2021), its majority-owned subsidiary WTL, and Route 1 Digital (Pvt) Limited. All intercompany accounts and transactions have been eliminated in consolidation.
Significant Accounting Policies:
Revenue Recognition — We account for revenue in accordance with ASC 606, Revenue from Contracts with Customers. Revenue is recognized upon transfer of control of promised goods and services to customers in an amount that reflects the consideration we expect to receive in exchange for those services. We enter contracts that can include various combinations of services, which are generally capable of being distinct and accounted for as separate performance obligations.
We derive revenue from seven primary sources: (1) International Termination Services, (2) Indefeasible Right of Use (IRU) Services, (3) Cable TV and Internet Services, (4) Metro Fiber Solutions, (5) Capacity Sale Services, (6) Advertisement Services, and (7) Technology Services. All of our revenue arrangements are based on contracts with customers. Most of our contracts with customers contain single performance obligations, although certain contracts do contain multiple performance obligations where we perform more than one service for the same customer. We account for individual performance obligations separately if they are distinct within the context of the contract. For contracts where we provide multiple services such as where we perform multiple ancillary services, each service represents its own performance obligation. Selling or transaction prices are based on the contractual prices for each service at its stand-alone selling price.
| 11 |
| Table of Contents |
A five-step approach is applied in the recognition of revenue under ASC 606: (1) identify the contract with a customer, (2) identify the performance obligations in the contract, (3) determine the transaction price, (4) allocate the transaction price to the performance obligations in the contract, and (5) recognize revenue when we satisfy a performance obligation.
Payment of invoices is due as specified in the underlying customer agreement, typically advance payments to 30 days from the invoice date, which occurs on the date of transfer of control of the services to the customer. Since payment terms are less than a year, we have elected the practical expedient and do not assess whether a customer contract has a significant financing component. The Company’s revenue arrangements generally do not include a general right of refund for services provided.
Direct Operating Costs — Direct operating costs consist primarily of salaries and benefits related to personnel who provide services to clients, annual PTA fees, cable license fees and other direct costs related to the Company’s services. Costs associated with the implementation of new clients are expensed as incurred.
Other Operating Costs — Other operating costs consist primarily of compensation and benefits, travel and advertising expenses and are expensed as incurred.
Business Combinations – The Company accounts for business combinations under the provisions of ASC 805, Business Combinations. Such transactions between entities under common control are accounted for under provisions of ASC 805-50. Transfer of business among entities under common control is accounted for transactions by combining carrying amounts of the assets, liabilities, and equity of the combining entities as of the date of the combination. The financial statements reflect the assumption that the combining entities have been operating as a single economic entity throughout the period of common control. No fair value adjustments are made to the carrying amounts of the combining entities’ assets, liabilities, and equity, as the transaction is considered a transfer of ownership interests between entities under common control. Acquisition-related expenses are recognized separately from the business combinations and are expensed as incurred.
Income Taxes — Income tax expense includes U.S., Pakistan and other international income taxes, and interest and penalties on uncertain tax positions. Certain income and expenses are not reported in tax returns and financial statements in the same year. The tax effect of such temporary differences is reported as deferred income taxes. Deferred tax assets are reported net of a valuation allowance when it is more likely than not that a tax benefit will not be realized. All deferred income taxes are classified as long-term.
Short Term Investments —Investments – Debt and Equity Securities. Investments in marketable debt securities with maturities greater than three months but less than one year at the time of purchase are classified based on management’s intent regarding these assets as available-for-sale securities. Debt securities that the Company may sell in response to liquidity needs or changes in interest rates are classified as available-for-sale. They are reported at fair value, with unrealized gains and losses excluded from net income and recorded in other comprehensive income (OCI) within equity, net of applicable taxes. Realized gains and losses, along with other-than temporary impairments, are included in earnings and are determined using the specific identification method.
Our investments in marketable equity securities are measured at fair value with the related gains and losses, including unrealized, recognized in other income (loss).
Fair Value Measurements — ASC 820, Fair Value Measurement, requires the disclosure of fair value information about financial instruments, whether or not recognized in the balance sheet, for which it is practicable to estimate that value. The Company follows a fair value measurement hierarchy to measure financial instruments. The fair value of the Company’s financial instruments is measured using inputs from the three levels of the fair value hierarchy as follows:
Level 1 – inputs are based upon unadjusted quoted prices for identical instruments in active markets.
Level 2 – inputs are based upon quoted prices for similar instruments in active markets, quoted prices for identical or similar instruments in markets that are not active, and model-based valuation techniques (e.g. the Black-Scholes model) for which all significant inputs are observable in the market or can be corroborated by observable market data for substantially the full term of the assets or liabilities.
Level 3 – inputs are generally unobservable and typically reflect management’s estimates of assumptions that market participants would use in pricing the asset or liability. The fair values are therefore determined using model-based techniques, including option pricing models and discounted cash flow models.
| 12 |
| Table of Contents |
These financial instruments are subject to fair value adjustments only in certain circumstances and include cash, accounts receivable, accounts payable, borrowings under term loans and line of credit, and other payables. Due to the short-term nature of these financial instruments and that the borrowings bear interest at prevailing market rates, the carrying value approximates the fair value.
Stores and spares
Stores and spares are stated at the lower of cost or net realizable value. Cost is principally determined using the weighted-average method. The Company records adjustments to stores and spares for excess quantities, obsolescence or impairment when appropriate to reflect at net realizable value.
Periodic physical counts and stores and spares reviews are conducted to assess the condition and usability of stores and spares. Provisions are recorded for obsolete, slow-moving, or damaged items when necessary, and such provisions are charged to the statement of operations.
Accounts Receivable - net — Accounts receivable are stated at their net realizable value. Accounts receivable are presented on the consolidated balance sheet net of credit losses, which is established based on reviews of the accounts receivable aging, an assessment of the customer’s history and current creditworthiness, and the probability of collection. Accounts are written off when it is determined that collection of the outstanding balance is no longer probable.
In June 2016, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update (“ASU”) 2016-13, Financial Instruments – Credit Losses: Measurement of Credit Losses on Financial Instruments. The guidance in ASU 2016-13 replaces the incurred loss impairment methodology under current U.S. GAAP. The new impairment model requires immediate recognition of estimated credit losses expected to occur for most financial assets and certain other instruments. It will apply to all entities. For trade receivables, loans, and held-to-maturity debt securities, entities will be required to estimate lifetime expected credit losses. This may result in the earlier recognition of credit losses. In November 2019, the FASB issued ASU No. 2019-10, which delayed this standard’s effective date for SEC smaller reporting companies to the fiscal years interim periods beginning on or after December 15, 2022. The Company adopted the new guidance on January 1, 2023 and the adoption of this new guidance had no material impact on the consolidated financial statements. As per the new guidance, accounts receivable are presented on the consolidated balance sheet net of an allowance for credit losses, which is established based on reviews of the accounts receivable aging, an assessment of the customer’s history and current creditworthiness, and the probability of collection. The Company routinely reviews its receivables and makes provisions for the credit losses utilizing the Current Expected Credit Losses model (“CECL”). The CECL model utilizes a lifetime expected credit loss measurement objective for the recognition of credit losses for loans and other receivables at the time the financial asset is originated or acquired. However, those provisions are estimates and actual results may materially differ from those estimates. Trade receivables are deemed uncollectible and are removed from accounts receivable and the allowance for credit losses when collection efforts have been exhausted.
Property, Plant, and Equipment — Tangible assets classified as property, plant, and equipment are stated at cost less accumulated depreciation and any identified impairment loss. Additions are stated at cost less accumulated depreciation and any identified impairment loss. Cost in relation to self-constructed assets includes the direct cost of material, labor, and other allocable expenses.
Depreciation on owned assets is charged to the statement of profit or loss account on the straight-line method to write off the cost or revalued amount of an asset over its estimated useful life.
Depreciation on additions is charged from the month in which the assets are available for use while no depreciation is charged in the month in which the assets are disposed of.
| 13 |
| Table of Contents |
The depreciation method, residual value, and useful lives of assets are reviewed at least at each financial year end and adjusted if the impact on depreciation is significant.
An asset’s carrying amount is written down immediately to its recoverable amount if the asset’s carrying amount is greater than its estimated recoverable amount.
The gain or loss on disposal of an asset represented by the difference between the sale proceeds and the carrying amount of the asset is recognized as income or expense.
Loans and advances — Loan and advances to employees are provided as per the Company’s policies and are secured against their gratuity.
The Company may provide cash advances to employees for business-related travel, or other reimbursable business-related expenses. Employee advances are measured at the amount disbursed to the employee, net of any repayments or adjustments. The Company does not charge interest on employee advances. If an advance is deemed to be uncollectible due to employee termination or other factors, an allowance for credit losses is established in accordance with ASC 326, Financial Instruments – Credit Losses. Any adjustments to the allowance or write-offs are recorded in “General and Administrative Expenses.”
Loans are carried at fair value through profit or loss and are initially recognized at fair value and transaction costs are expensed in the statement of profit or loss account. The fair value is determined using inputs observable in the market, which are classified as level 2 in the fair value hierarchy. They are considered a non-recurring fair value measurement and are measured at fair value. The fair value measurement considers market interest rates and the creditworthiness of the borrowers or other parties.
Advances to vendors are provided for the purchase of goods and services against the future supply of goods or services. These are part of routine business transactions and are adjusted once the corresponding goods are delivered or services rendered. Advances to vendors are initially recognized at the amount paid and are subsequently relieved when the related goods or services are received. These are secured either by a security deposit or a legally enforceable right to recover.
Advances to employees and officers were $
Long term loans and other assets — Loans and other assets including deposits are provided to different parties and vendors which are recoverable either through a security deposit or a legally enforceable right.
These assets are carried at fair value through profit or loss and are initially recognized at fair value and transaction costs are expensed in the statement of profit or loss account. The fair value is determined using inputs observable in the market, which are classified as level 2 in the fair value hierarchy. They are considered a non-recurring fair value measurement and are measured at fair value on a recurring basis. The fair value measurement considers market interest rates and the creditworthiness of the borrowers or other parties.
Intangible Assets — Intangible assets, licenses, software and right of use assets, are subject to amortization and are amortized using the straight-line method over their estimated period of benefit. The recoverability of intangible assets is evaluated periodically by taking into account events or circumstances that may warrant revised estimates of useful lives or that indicate the asset may be impaired.
Evaluation of Long-Lived Assets — The Company reviews its long-lived assets for impairment whenever changes in circumstances indicate that the carrying value of an asset may not be recoverable. If the sum of undiscounted expected future cash flows is less than the carrying amount of the asset group, the Company will recognize an impairment loss based on the fair value of the asset.
There was no impairment of internal-use software costs, intangible assets or property and equipment during the three or nine months ended September 30, 2025 and 2024.
Leases - We account for lease arrangements in accordance with ASC 842, Leases. An arrangement is determined as a lease at inception. Operating leases are included in operating lease right-of-use (“ROU”) assets, other current liabilities, and operating lease liabilities in our consolidated balance sheets. Finance leases are included in property and equipment, other current liabilities, and other long-term liabilities in our consolidated balance sheets.
ROU assets represent our right to use an underlying asset for the lease term and lease liabilities represent our obligation to make lease payments arising from the lease. Operating lease ROU assets and liabilities are recognized at the commencement date based on the present value of lease payments over the lease term.
Earnings Per Share — The Company calculates earnings per share (EPS) in accordance with ASC Topic 260, “Earnings Per Share.” Basic EPS is calculated by dividing net income attributable to common shareholders by the weighted-average number of common shares outstanding during the period. Diluted EPS reflects the potential dilution that could occur if securities or other contracts that are potentially dilutive were exercised or converted into common stock. As the Company reported a net loss for the three and nine months ended September 30, 2025, all potential common shares have been excluded from the computation of diluted loss per share as their inclusion would be antidilutive. Accordingly, basic and diluted loss per share are the same for all periods presented.
| 14 |
| Table of Contents |
The Company presents both basic and diluted EPS on the face of the income statement. The Company also provides a reconciliation of the numerator and denominator used in the EPS calculations in the footnotes to the financial statements, in case of any change occurred during the year.
Diluted EPS is determined by adjusting the profit or loss attributable to ordinary shareholders and the weighted average number of ordinary shares outstanding, adjusted for the effects of all dilutive, potential ordinary shares.
Foreign Currency Translation — The financial statements of the Company’s foreign subsidiaries are translated from their functional currency into U.S. dollars, the Company’s functional currency. All foreign currency assets and liabilities are translated at the period-end exchange rate, and all revenue and expenses are translated at average exchange rates. The effects of translating the financial statements of the foreign subsidiaries into U.S. dollars are reported as a cumulative translation adjustment, a separate component of accumulated other comprehensive income/(loss) in the consolidated statements of shareholders’ equity. Foreign currency transaction gains/losses are reported as a component of other income–net in the consolidated statements of operations. The US$/PKR exchange rates used for the translation of PKR-denominated assets and liabilities are Rs.
Use of Estimates — The preparation of consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the consolidated financial statements, as well as the reported amounts of revenues and expenses during the reporting period. Significant estimates and assumptions made by management include, but are not limited to, (1) impairment of long-lived assets, (2) depreciable lives of assets, (3) allowance for credit losses, (4) fair value of identifiable tangible and intangible assets, including determination of expected useful life, and (5) estimating lease terms and incremental borrowing rates. Actual results could significantly differ from those estimates.
Non-controlling Interest — The Company accounts for non-controlling interests in accordance with ASC 810 – Consolidation, presenting them as a separate component of equity in the consolidated balance sheets, with the non-controlling share of net income or loss shown separately in the statements of operations.
Segment Reporting — The Company operates as a single reportable segment in accordance with the FASB’s ASC Topic 280, Segment Reporting. The Company’s chief operating decision maker (“CODM”) is the Chief Executive Officer of the Company who reviews the business as a whole when evaluating financial performance and allocating resources and manages our segments, evaluates financial results, and makes key operating decisions.
The Company evaluated its operations in accordance with ASC 280-10-50 and concluded that it operates as a single reportable segment. Although the Company provides cable and broadband services in Pakistan and consulting services in the United Arab Emirates (UAE), the Chief Executive Officer, acting as the Company’s chief operating decision maker (“CODM”), reviews financial results and allocates resources on a consolidated basis rather than by business line or geography. The Company has also prepared the following analysis:
1. Identification of Operating Segments
ASC 280-10-50-1 defines an operating segment as a component of an enterprise that (i) engages in business activities from which it may earn revenues and incur expenses, (ii) has discrete financial information available, and (iii) is regularly reviewed by the chief operating decision maker (“CODM”) to allocate resources and assess performance.
· | The Company provides cable and broadband services in Pakistan and consulting services in the UAE. |
|
|
· | The Company’s CODM is the Chief Executive Officer. |
|
|
· | The CODM receives and reviews only consolidated financial information, consisting of the consolidated balance sheet, consolidated statement of operations, consolidated statement of cash flows, and subscriber data. |
|
|
· | The CODM does not receive, nor rely on, separate financial information for the Pakistan or UAE operations. |
Accordingly, while the Company’s businesses generate revenues and expenses, the lack of discrete financial information reviewed by the CODM indicates that these operations do not meet the definition of separate operating segments under ASC 280-10-50-1.
2. Nature of Financial Information Reviewed
ASC 280-10-50-7 emphasizes that operating segments are identified based on the internal reports that are regularly provided to the CODM.
· | All reports provided to the CODM are prepared on a fully consolidated basis. |
|
|
· | No separate profit, loss, or asset information is prepared by business line or geography for CODM review. |
|
|
· | Decisions about performance assessment and resource allocation are made at the consolidated entity level. |
Thus, under ASC 280-10-50-7, the Company has determined that it has only one operating segment.
3. Aggregation Considerations
ASC 280-10-50-11 through 50-15 provide that two or more operating segments may be aggregated if they have similar economic characteristics and share similarities in products and services, production processes, type of customer, distribution methods, and regulatory environment. Even though the Company provides different services in different jurisdictions, the strategic initiatives, business risks, and overall management decisions are centralized.
The CODM evaluates the Company’s economic performance on a consolidated basis and does not distinguish between geographies or service lines.
Accordingly, the Company has determined that even if cable/broadband and consulting operations were considered as separate operating segments, they would be aggregated into a single reportable segment based on these considerations.
Recent Accounting Pronouncements — From time to time, new accounting pronouncements are issued by the FASB and are adopted by us as of the specified effective date. Unless otherwise discussed, we believe that the impact of recently adopted and recently issued accounting pronouncements will not have a material impact on our consolidated financial position, results of operations and cash flows.
In December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures (“ASU 2023-09”), to require disaggregated information about a reporting entity’s effective tax rate reconciliation, as well as information on income taxes paid. The new requirements should be applied on a prospective basis with an option to apply them retrospectively. ASU 2023-09 is effective for annual periods beginning after December 15, 2024. The Company is evaluating the impact this ASU will have on its consolidated financial statements and related disclosures.
In October 2023, the FASB issued ASU 2023-06, Disclosure Improvements: Codification Amendments in Response to the SEC’s Disclosure Update and Simplification Initiative (“ASU 2023-06”). ASU 2023-06 was issued in response to the SEC’s final amendments in Release No. 33-10532, Disclosure Update and Simplification that updated and simplified disclosure requirements that the SEC believed were duplicative, overlapping, or outdated, and to align the requirements in the FASB Accounting Standards Codification (“Codification”) with the SEC’s disclosure requirements. The effective date for each amendment in ASU 2023-06 will be the date on which the SEC’s removal of that related disclosure from Regulation S-X or Regulation S-K becomes effective, with early adoption prohibited. If the SEC has not removed the applicable requirement from Regulation S-X or Regulation S-K by June 30, 2027, the pending content of the related amendment will be removed from the Codification and will not become effective for any entity. The Company does not expect the adoption of ASU 2023-06 to have a material impact on its consolidated financial statements and related disclosures.
In November 2024, the FASB issued ASU 2024-03 “Income Statement: Reporting Comprehensive Income-Expense Disaggregation Disclosures (Subtopic 220-40)” to improve the disclosures about an entity’s expenses. Upon adoption, we will be required to disclose in the notes to the financial statements a disaggregation of certain expense categories included within the expense captions on the face of the income statement. The standard is effective for our 2027 annual period, and our interim periods beginning in 2028, with early adoption permitted. The standard can be applied either prospectively or retrospectively. We are currently assessing its effect on our financial statement disclosures at the time of adoption.
| 15 |
| Table of Contents |
3. CASH AND CASH EQUIVALENTS
|
| September 30, |
|
| December 31, |
| ||
|
| 2025 |
|
| 2024 |
| ||
|
| (Unaudited) |
|
|
|
| ||
Cash at bank |
|
|
|
|
|
|
|
|
Current accounts |
| $ |
|
| $ |
| ||
Savings accounts |
|
|
|
|
|
| ||
|
|
|
|
|
|
| ||
Cash in hand |
|
|
|
|
|
| ||
Pay orders in hand |
|
|
|
|
|
| ||
|
| $ |
|
| $ |
| ||
4. RESTRICTED CASH
|
| September 30, |
|
| December 31, |
| ||
|
| 2025 |
|
| 2024 |
| ||
|
| (Unaudited) |
|
|
| |||
Deposit in escrow account |
| $ |
|
| $ |
| ||
Margin and other deposits |
|
|
|
|
|
| ||
|
| $ |
|
| $ |
| ||
Deposits in escrow account: Represents balance in savings accounts accumulated in Escrow Account. The telecom operators challenged the legality of Access Promotion Contribution (APC) for Universal Service Fund (USF), as levied by PTA in 2009, and the dispute was finally decided by the honorable Supreme Court in December 2015. During pendency of the court proceedings, an International Clearing House (ICH) agreement was signed in 2012, whereby it was decided that regular contributions for APC, based on each operator’s share under the ICH agreement, shall be made by Long Distance and International (“LDI”) operators in an Escrow Account.
The formation of ICH was declared anti-competitive by the Competition Commission of Pakistan, and resultantly PTA issued a policy directive in June 2014 terminating the ICH arrangement. Some operators challenged this termination and obtained interim relief from Sindh High Court and Lahore High Court. However, the Supreme Court adjudicated the matter in February 2015 in favor of termination of ICH, and upon this, PTA issued its notification of termination of ICH arrangement. As of now, the mechanism of the adjustment of the amount available in the Escrow Account remains to be finalized.
Margin and other deposits include deposits placed with banks against various guarantees. This amount also includes approximately $
5. ACCOUNTS RECEIVABLE – NET
|
| September 30, |
|
| December 31, |
| ||
|
| 2025 |
|
| 2024 |
| ||
|
| (Unaudited) |
|
|
|
| ||
Considered good – unsecured |
| $ |
|
| $ |
| ||
Considered doubtful – unsecured |
|
|
|
|
|
| ||
|
|
|
|
|
|
| ||
Less: Provision for expected credit loss |
|
| ( | ) |
|
| ( | ) |
|
| $ |
|
| $ |
| ||
6. LOANS AND ADVANCES
|
| September 30, |
|
| December 31, |
| ||
|
| 2025 |
|
| 2024 |
| ||
|
| (Unaudited) |
|
|
| |||
Advances to employees against expenses |
| $ |
|
| $ |
| ||
Advances to suppliers |
|
|
|
|
|
| ||
|
|
|
|
|
|
| ||
| 16 |
| Table of Contents |
7. PROPERTY, PLANT AND EQUIPMENT
|
| September 30, |
|
| December 31, |
| ||
|
| 2025 |
|
| 2024 |
| ||
|
| (Unaudited) |
|
|
|
| ||
Operating fixed assets |
| $ |
|
| $ |
| ||
Capital work-in-progress |
|
|
|
|
|
| ||
|
| $ |
|
| $ |
| ||
Operating fixed assets |
|
|
|
|
|
|
|
|
Building on freehold land |
| $ |
|
| $ |
| ||
Freehold land |
|
|
|
|
|
| ||
Leasehold improvements |
|
|
|
|
|
| ||
Plant and equipment |
|
|
|
|
|
| ||
Office equipment |
|
|
|
|
|
| ||
Vehicles |
|
|
|
|
|
| ||
Computers |
|
|
|
|
|
| ||
Furniture and fixtures |
|
|
|
|
|
| ||
Laboratory and other equipment |
|
|
|
|
|
| ||
|
|
|
|
|
|
| ||
Less: Accumulated depreciation |
|
| ( | ) |
|
| ( | ) |
|
| $ |
|
| $ |
| ||
Useful life of operating fixed assets ranges between
Additions for the nine months ended September 30, 2025, amounted to $
Assets |
| Useful lives in Years |
| |
Building |
|
|
| |
Leasehold improvements |
|
| ||
Plant and equipment |
|
| ||
Office equipment |
|
|
| |
Computers |
|
|
| |
Furniture and Fixture |
|
|
| |
Vehicles |
|
|
| |
Lab and other equipment |
|
|
| |
The useful life of the set-top boxes and cable modems is
Set-top boxes for digital signal and cable modems are acquired with Company funds and provided to customers for their use. Set-top boxes and cable modems are provided free of charge to customers and these devices remain the property of the Company. Customers use these devices during the service period, and are required to return these devices to the Company upon termination of the services or disconnection of their subscription. The Company capitalizes these devices and charges depreciation over the life of these devices on a straight-line basis.
| 17 |
| Table of Contents |
8. LEASES
We determine if an arrangement is a lease at inception. We have operating leases for office and temporary living space. Operating leases are included in operating lease ROU assets, current operating lease liability and non-current operating lease liability in our consolidated balance sheets as of September 30, 2025 and December 31, 2024. The Company does not have any finance leases.
ROU assets represent our right to use an underlying asset for the lease term and lease liabilities represent our obligation to make lease payments arising from the lease. ROU assets and liabilities are recognized at the lease commencement date based on the estimated present value of lease payments over the lease term.
As most of our leases do not provide an implicit rate, we use our estimated incremental borrowing rates, which are derived from information available at the lease commencement date, in determining the present value of lease payments. We give consideration to our bank financing arrangements, geographical location and collateralization of assets when calculating our incremental borrowing rates. Our lease terms include options to extend the lease when it is reasonably certain that we will exercise that option. Leases with a term of less than 12 months are not recorded in the consolidated balance sheets. Our lease agreements do not contain any residual value guarantees. For real estate leases, we account for the lease and non-lease components as a single lease component. Some leases include escalation clauses and termination options that are factored in the determination of the lease payments when appropriate.
If a lease is modified after the effective date, the operating lease ROU asset and liability is re-measured using the current incremental borrowing rate. We review our incremental borrowing rate for our portfolio of leases on a quarterly basis. Lease expense is included in direct operating costs and general and administrative expenses in the consolidated statements of operations based on the nature of the expense.
Break down of operating lease expense:
|
| Three Month Ended September 30 |
|
| Nine Months Ended September 30, |
| ||||||||||
|
| 2025 |
|
| 2024 |
|
| 2025 |
|
| 2024 |
| ||||
Operating lease cost |
| $ |
|
|
| ( | ) |
| $ |
|
| $ |
| |||
Short term lease cost |
|
|
|
|
|
|
|
|
|
|
|
| ||||
|
| $ |
|
|
| ( | ) |
| $ |
|
| $ |
| |||
Supplemental balance sheet information related to leases was as follows:
|
| September 30, |
|
| December 31, |
| ||
|
| 2025 |
|
| 2024 |
| ||
|
| (Unaudited) |
|
|
|
| ||
Operating leases |
|
|
|
|
|
| ||
Operating lease ROU assets, net |
| $ |
|
| $ |
| ||
|
|
|
|
|
|
|
|
|
Current operating lease liabilities |
|
|
|
|
|
| ||
Non-Current operating lease liabilities |
|
|
|
|
|
| ||
|
|
|
|
|
|
|
|
|
|
| $ |
|
| $ |
| ||
|
|
|
|
|
|
|
|
|
Operating leases |
|
|
|
|
|
|
|
|
ROU Assets |
|
|
|
|
|
| ||
Lease termination |
|
|
|
|
|
| ( | ) |
Asset lease expense |
|
| ( | ) |
|
| ( | ) |
Foreign exchange loss |
|
| ( | ) |
|
|
| |
ROU Assets – net |
| $ |
|
| $ |
| ||
|
|
|
|
|
|
|
|
|
Weighted average remaining lease term (in years): |
|
|
|
|
|
|
|
|
Operating leases |
|
|
|
|
|
| ||
Weighted average discount rate: |
|
|
|
|
|
|
|
|
Operating leases |
|
| % |
|
| % | ||
| 18 |
| Table of Contents |
Supplemental cash flow and other information related to leases were as follows:
|
| Three Months Ended September 30, |
|
| Nine Months Ended September 30, |
| ||||||||||
|
| 2025 |
|
| 2024 |
|
| 2025 |
|
| 2024 |
| ||||
Cash paid for amounts included in the measurement of lease liabilities: |
|
|
|
|
|
|
|
|
|
|
|
| ||||
Operating cash flows from operating leases |
|
|
|
|
|
|
|
|
|
|
|
| ||||
Maturities of lease liabilities are as follows:
Operating leases - Years Ending December 31, |
|
|
| |
2025 (Three months) |
| $ |
| |
2026 |
|
|
| |
2027 |
|
|
| |
2028 |
|
|
| |
2029 |
|
|
| |
Thereafter |
|
|
| |
Total lease payments |
| $ |
| |
Less: imputed interest |
| $ | ( | ) |
Total lease obligations |
| $ |
| |
Less: current obligations |
| $ |
| |
Long-term lease obligations |
| $ |
| |
9. INTANGIBLE ASSETS – NET
|
| September 30, |
|
| December 31, |
| ||
|
| 2025 |
|
| 2024 |
| ||
|
| (Unaudited) |
|
|
|
| ||
Licenses |
| $ |
|
| $ |
| ||
Patents and copyrights |
|
|
|
|
|
| ||
IRU - media cost |
|
|
|
|
|
| ||
Software |
|
|
|
|
|
| ||
|
|
|
|
|
|
| ||
Less: Accumulated amortization – net |
|
| ( | ) |
|
| ( | ) |
|
|
|
|
|
|
|
|
|
|
| $ |
|
| $ |
| ||
| 19 |
| Table of Contents |
Useful life of intangible assets ranges between
As of September 30, 2025, future amortization expense scheduled to be expensed is as follows:
Year ending December 31,
2025 (three months) |
| $ |
| |
2026 |
|
|
| |
2027 |
|
|
| |
2028 |
|
|
| |
2029 |
|
|
| |
Thereafter |
|
|
| |
|
| $ |
|
10. ADVANCES FOR INTANGIBLE ASSETS
|
| September 30, |
|
| December 31, |
| ||
|
| 2025 |
|
| 2024 |
| ||
|
| (Unaudited) |
|
|
|
| ||
Advances for Sports League Management System |
| $ |
|
|
|
| ||
Advances for Digital Lending Platform |
|
|
|
|
|
| ||
|
| $ |
|
| $ |
| ||
Advances for Sports League management System represent the purchase consideration for the purchase of the Core Engine from Crickslab in the form of
Advances for Digital Lending Platform represent payments made for development of software related to a digital lending platform.
11. TRADE AND OTHER PAYABLES
|
| September 30, |
|
| December 31, |
| ||
|
| 2025 |
|
| 2024 |
| ||
|
| (Unaudited) |
|
|
|
| ||
Trade creditors |
| $ |
|
| $ |
| ||
Accrued and other liabilities |
|
|
|
|
|
| ||
Payable to PTA against APC charges |
|
|
|
|
|
| ||
Payable against long term investment |
|
|
|
|
|
| ||
Contract liabilities |
|
|
|
|
|
| ||
Withholding taxes payable |
|
|
|
|
|
| ||
Sales tax payable |
|
|
|
|
|
| ||
Security deposits |
|
|
|
|
|
| ||
|
| $ |
|
| $ |
| ||
Trade creditors include amounts payable to PTA totaling $
Accrued and other liabilities: This includes payables to key management personnel amounting to $
Security Deposits: These represent security deposits received from customers. These are interest-free and refundable on termination of the relationship with the Company. The relationship of these customers with the Company has ended and these deposits are now payable on demand. These have been utilized by the Company before the promulgation of the Companies Act, 2017.
| 20 |
| Table of Contents |
12. CURRENT PORTION OF NON-CURRENT LIABILITIES
|
| September 30, |
|
| December 31, |
| ||
|
| 2025 |
|
| 2024 |
| ||
|
| (Unaudited) |
|
|
|
| ||
Term finance certificates |
| $ |
|
| $ |
| ||
Mark-up payable on TFCs |
|
|
|
|
|
| ||
Long term financing |
|
|
|
|
|
| ||
Lease liabilities |
|
|
|
|
|
| ||
|
| $ |
|
| $ |
| ||
Details of the current portion of non-current liabilities are provided in their respective notes.
13. ACCRUED INTEREST
|
| September 30, |
|
| December 31, |
| ||
|
| 2025 |
|
| 2024 |
| ||
|
| (Unaudited) |
|
|
|
| ||
Short term borrowings |
| $ |
|
| $ |
| ||
Term finance certificates |
|
|
|
|
|
| ||
Long term financing |
|
|
|
|
|
| ||
|
| $ |
|
| $ |
| ||
14. SHORT TERM BORROWINGS
|
| September 30, |
|
| December 31, |
| ||
|
| 2025 |
|
| 2024 |
| ||
|
| (Unaudited) |
|
|
|
| ||
Repurchase agreement borrowings |
| $ |
|
|
|
| ||
Line of credit facility – others |
|
|
|
|
|
| ||
|
| $ |
|
| $ |
| ||
Line of credit facility – others:
This represents various interest bearing and interest free loans from different parties.
|
| September 30, |
|
| December 31, |
| ||
|
| 2025 |
|
| 2024 |
| ||
|
| (Unaudited) |
|
|
|
| ||
Loan from other parties |
| $ |
|
| $ |
| ||
Loan from AMB Management Consulting (Pvt) Limited |
|
|
|
|
|
| ||
|
| $ |
|
| $ |
| ||
| 21 |
| Table of Contents |
Loan from other parties: This represents various interest bearing and interest free loans denominated in US dollars (US$) from different companies, as mentioned below.
|
| September 30, |
|
| December 31, |
| ||
|
| 2025 |
|
| 2024 |
| ||
|
| (Unaudited) |
|
|
|
| ||
HTS Tel Communication |
| $ |
|
| $ |
| ||
TLT Communication |
|
|
|
|
|
| ||
|
| $ |
|
| $ |
| ||
15. TERM FINANCE CERTIFICATES (TFCs)
|
| September 30, |
|
| December 31, |
| ||
|
| 2025 |
|
| 2024 |
| ||
|
| (Unaudited) |
|
|
| |||
Opening balance |
| $ |
|
| $ |
| ||
Repayments |
|
|
|
|
|
| ||
|
|
|
|
|
|
| ||
Current portion |
|
| ( | ) |
|
| ( | ) |
|
|
|
|
|
|
| ||
Add: Deferred interest |
|
|
|
|
|
| ||
Exchange adjustment |
|
|
|
|
| ( | ) | |
Closing balance |
| $ |
|
| $ |
| ||
Term finance certificates (TFCs) have a face value of $
IGI Holding Limited (previously IGI Investment Bank Limited) is the Trustee (herein referred to as the Trustee) under the Trust Deed.
The liability of these TFCs has been rescheduled in December 2012 and then on April 3, 2015. During the year 2018, a third rescheduling of these TFCs was successfully executed through signing of the Third Supplemental Trust Deed between the Trustees and the Company.
In accordance with the 3rd Supplemental Trust Deed executed during the year 2018, the outstanding principal is repayable by way of quarterly staggered installments with downward revision in markup (interest) of
The other main terms included appointment of one representative as a nominee director nominated by the Trustee which has been complied with. Further,
The Company has not paid due quarterly installments from June 2019 to September 2025, amounting to USD
Due to the non-payment of due installments, the Trustee enforced the Letter of Pledge in 2021, calling
These TFCs are secured against first pari passu charge over the Company’s present and future fixed assets including equipment, plant and machinery, fixtures excluding land and building with 25% margin in addition to all rights, benefits, claims and interests procured by the Company under:
a) | LDI and WLL licenses issued by PTA to the Company; and |
|
|
b) | Assigned frequency spectrum as per deed of assignment. |
16. LONG TERM FINANCING – SECURED
|
| September 30, |
|
| December 31, |
| ||
|
| 2025 |
|
| 2024 |
| ||
|
| (Unaudited) |
|
|
|
| ||
Allied Bank Limited |
|
|
|
| $ |
| ||
Bank Islami Limited |
|
|
|
|
|
| ||
Askari Bank Limited |
|
|
|
|
|
| ||
|
| $ |
|
| $ |
| ||
Allied Bank Limited: This represents the balance transferred as a result of restructuring of the short-term running finance (RF) facility to Term Loan Facility and subsequently amended on October 8, 2020 and September 30, 2021. Principal will be repaid in 37 stepped up monthly installments starting from August 2021 until August 2024. Markup will be accrued and will be serviced in 12 equal monthly installments, starting from September 2024.
Bank Islami Limited: This represents the balance transferred as a result of the restructuring of a short-term running finance (RF) facility to Term Loan Facility on February 12, 2021.
Subsequently in June 2023, the Bank approved the Company’s restructuring request as a result of which overall repayment tenure was extended by 1 year and 6 months, i.e. principal repayment will end in November 2025 instead of May 2024 and markup repayment will end in November 2027, instead of May 2026. In the same year, the period for repayment of principal and deferred markup was further extended and according to the revised terms both will be repaid until November 1, 2027. As of the reporting date, the Company is in negotiation with the Bank to fully settle this liability. Following this, the Bank in November 2024 recovered $
As of the date of this report, the loan has been settled in full.
| 22 |
| Table of Contents |
17. CONVERTIBLE LOAN
On September 2, 2025, the Company entered into two Subscription Agreements with two accredited investors (the “Investors”), pursuant to which the Investors purchased an aggregate $
The Subscription Agreements included customary representations and warranties of the Investors and the Company, and include piggyback registration rights (except in connection with the IPO (discussed below), for a period of one year following the dates of the subscriptions).
The Convertible Promissory Notes do not accrue interest unless and until an event of default occurs. Upon the occurrence of an event of default, the amount due under the Convertible Notes bears interest at five percent (
The Company accounts for convertible debt instruments in accordance with ASC 470-10, ASC 835-30, ASC 815-15, and ASU 2020-06 (Debt — Debt with Conversion and Other Options and Derivatives and Hedging — Contracts in an Entity’s Own Equity). Under this guidance, an entity evaluates whether an embedded conversion feature meets the definition of a derivative instrument and, if so, whether it must be bifurcated from the debt host and accounted for separately.
At issuance, management concluded that:
| 1. | The conversion feature is contingent on a future IPO event; |
| 2. | The Company’s common stock, although quoted on the OTC Markets, was not readily convertible to cash as of September 30, 2025, consistent with ASC 815-10-15-99; and |
| 3. | The conversion will be physically settled in shares, not net in cash. |
Accordingly, the embedded conversion option does not meet the definition of a derivative and is not bifurcated from the debt host.
The Convertible Notes are accounted for as a single liability measured at amortized cost, with imputed interest recognized over the term of the instrument using the effective-interest method based on an estimated market rate for comparable non-convertible debt (approximately 10 %).
Management will reassess the classification if the Company’s shares become actively traded or are uplisted to a national exchange (e.g., NASDAQ), in which case the common stock would be considered readily convertible to cash and the conversion feature could meet derivative criteria under ASC 815.
18. LICENSE FEE PAYABLE
|
| September 30, |
|
| December 31, |
| ||
|
| 2025 |
|
| 2024 |
| ||
|
| (Unaudited) |
|
|
|
| ||
License fee payable |
| $ |
|
| $ |
| ||
|
| $ |
|
| $ |
| ||
This represents the balance amount of the license fee payable to the PTA for WLL licenses. The Company had filed an application with PTA for a grant of moratorium overpayment of balance amount of WLL license. However, PTA rejected the Company’s application and demanded its payment. Being aggrieved by this, the Company filed an appeal before Islamabad High Court (“IHC”) against PTA’s order. Meanwhile, the Ministry of Information Technology (“Ministry”) through its letter dated August 30, 2011, allowed the operators, the staggering for settlement of Access Promotion Contribution (“APC”) and Initial Spectrum Fee (“ISF”) dues and required PTA to submit an installment plan for this purpose after consultations with the operators. In respect of an appeal filed by the Company, IHC took notice of the Ministry’s letter and directed PTA through its order dated January 20, 2015, to expeditiously proceed with the preparation and submission of the said installment plan. As of this date, no such installment plan has been submitted by PTA.
PTA has withdrawn the frequencies 3.5 GHz, 479 MHz, 450 MHz, and 1900 MHz PTA in haste and unilaterally has withdrawn 3.5 GHz and 479 MHz frequencies which have already been paid in full until 2024. Through said decision, PTA has also withdrawn 1900 MHz frequency spectrum which was already withdrawn by PTA/FAB in 2015 (11th year) until which the spectrum is fully paid on the basis of actual period of usage by the Company. The WLL License provides for such eventuality that when frequency spectrum is withdrawn, the licensee is to be compensated for the balance life of the frequency spectrum, therefore, after withdrawal of spectrum, there is no outstanding amount to be paid related to 1900 MHz frequency spectrum.
| 23 |
| Table of Contents |
As a consequence of above, the outstanding liability for 1900 MHz was reduced to zero on the basis that 1900 MHz frequency had been fully paid for until 2015 (11th year). Similarly, liability for 450 MHz frequency spectrum was reduced pro-rata after withdrawal. Owing to these circumstances, management does not expect the liability to materialize fully in the near future.
19. CONTINGENCIES AND COMMITMENTS
Billing disputes with Pakistan Telecommunication Company Limited (“PTCL”)
GlobalTech Corporation (GTC) and its subsidiaries (collectively, the “Group”) have
Disputes with Pakistan Telecommunication Authority (“PTA”)
The Group has filed a suit before Civil Court, Lahore, Pakistan on December 15, 2016, in which it has sought a restraining order against PTA in relation to demands of regulatory and other dues and claimed set off from damages / compensation claim of the Group on account of the auction of preoccupied frequency spectrum. The Group has raised a claim of approximately $
During the year 2016, PTA again demanded immediate payment of the principal amount of APC amounting to approximately $
PTA has raised a demand amounting to approximately $
| 24 |
| Table of Contents |
PTA has decided against the Group in the matter relating to the annual radio frequency spectrum fee for the years ended 2011, 2012, 2013, 2014 and 2015 along with late payment charges. The Group has filed appeals against these orders before the honorable Islamabad High Court which are ending adjudication. The management is hopeful that its viewpoint shall be upheld; thus, no provision has been incorporated in these financial statements for late payment charges. Moreover, the Company is confident that incidental liability, if any, will be set off by way of a claim filed against PTA.
The Group has filed a suit before the High Court of Sindh on July 2, 2011 for declaration, injunction and recovery of approximately $
PTA has raised demand amounting to approximately $
PTA has filed recovery proceedings against the Group before the District Collector / District Officer Revenue, Lahore for an amount of approximately $
The Group has filed a writ petition with Islamabad High Court against said decision of PTA on similar lines as explained above and the Group’s management feels that there are strong grounds to defend the Group’s stance and that the principal amount and late payment charges determined unilaterally by PTA will not materialize, hence, no provision has been made in these financial statements.
PTA has demanded amounts of annual license fee (ALF) relating to Non-Voice Communication Network Services (NVCNS) through various demand notices. PTA has filed recovery proceedings against the Group before the District Collector / Deputy Commissioner, Lahore for
PTA had demanded an amount of approximately $
PTA has issued show cause notice to the Group with the direction to pay annual regulatory dues for the years ended 2011, 2012, 2013 and 2014, the cumulative amount of approximately $
| 25 |
| Table of Contents |
PTA made a demand amounting to approximately $
Other than the amounts recognized in the financial statements and amounts disclosed in the above contingencies, PTA has also demanded amounts of approximately $
Taxation issues in Pakistan
Separate returns of total income for the Tax Year 2003 were filed by M/s WorldCall Communications Limited, M/s Worldcall Multimedia Limited, M/s Worldcall Broadband Limited and M/s Worldcall Phone Cards Limited, now merged into the Group. Such returns of income were amended by relevant officials under section 122(5A) of the Income Tax Ordinance, 2001 (“Ordinance”) through separate orders. Through such amendment orders, in addition to enhancement in aggregate tax liabilities by an amount of approximately $
Through amendment order passed under section 122(5A) of the Ordinance, the Group’s return of total income for Tax Year 2006 was amended and declared losses were curtailed by an amount of approximately $
In computer balloting for total audit u/s 177 of the Ordinance, the Group was selected for total audit proceedings for the tax year 2009 and the same has been completed with the issuance of order under section 122(1)/122(5) of the Ordinance creating a demand of approximately $
A demand of approximately $
In computer balloting for total audit u/s 177 of the Ordinance, the Group was selected for total audit proceedings for the tax year 2014 and the same has been completed with the issuance of an order under section 122(4) of Income Tax Ordinance, 2001 creating a demand of approximately $
The Commissioner Inland Revenue (“CIR”) has raised demand against the Group for super tax for the tax year 2018, amounting to approximately $0.16 million. The chargeability has been challenged by the Group through a writ petition in LHC filed on May 16, 2019. The Group’s management feels that there are strong grounds to defend the Group’s stance and the liability will not materialize, hence, no provision has been made in these financial statements.
A sales tax demand of approximately $
On September 30, 2016, Punjab Revenue Authority (PRA) issued a show cause notice allegedly demanding USD $
The Company challenged imposition of sales tax on LDI services on the first appellate authority in 2016 and relief granted by CIR(A) through set aside the demand created by PRA with direction of reassessment proceedings. The Company challenged these proceedings through filing a writ petition in LHC heard on February 9, 2017, on the grounds that it was unconstitutional and in violation of fundamental principles of sales tax and international commitments of Government of Pakistan. The writ petition has been allowed with instructions passed by honorable Judge of Lahore High Court Lahore to PRA restraining from passing final order in pursuance of proceedings. The matter has been taken up by other LDI operators against PRA in June 2015, before LHC on the grounds that imposition of sales tax is unconstitutional and in violation of fundamental principles of sales tax and international commitments of Government of Pakistan. The period pertains to ICH’s time when the amount of sales tax was withheld by PTCL. Based on the advice of the Company’s tax advisor, management is of the view that the Company’s case is based on meritorious grounds and hence, relief would be secured from the Court. In view of the above, provision for sales tax on LDI services aggregating $
| 26 |
| Table of Contents |
Other matters
One of the Group’s vendors has filed a suit for recovery on July 12, 2018, before the Civil Court, Lahore, Pakistan of certain moneys alleged to have not been paid by the Group under its agreements with the vendor. The principal claim is approximately $
One of the Group’s vendors has filed a petition on November 21, 2014, before LHC. The vendor has a claim of approximately $
One of the Group’s vendors and its allied international identities (referred to as vendors) filed a winding up petition dated
As of September 30, 2025, a total of 36 cases (December 31, 2024: 36) are filed against the Group involving Regulatory, Employees, Landlords and Subscribers having an aggregate claim of all cases amounting to approximately $
| 27 |
| Table of Contents |
The Group has filed an appeal before the High Court of Sindh against an Enforcement Order issued by the PTA on August 19, 2024. The Enforcement Order directed the Group to pay alleged outstanding Annual Regulatory Dues (ARDs) amounting to $0.10 million within three days of receipt of the order. The Group disputes the factual and legal basis of the order and has sought judicial review of the matter. As per the interim order passed by the High Court on September 11, 2024, the PTA has been restrained from taking any coercive actions in relation to the Enforcement Order.
The matter remains under hearing, and no provision has been recognized in the financial statements as at the reporting date.
Notwithstanding the above, the outcome of litigation is inherently uncertain. If one or more legal matters were resolved against the Company in a reporting period for amounts in excess of management’s expectations, the Company’s financial condition and operating results for that reporting period could be materially adversely affected.
20. RECLASSIFICATION OF COMPARATIVE FIGURES
Certain amounts in the prior period’s consolidated financial statements have been reclassified to conform to the current period presentation. These reclassifications had no effect on previously reported net income, total assets, or total liabilities.
21. NET REVENUE
|
| Three Months Ended |
|
| Nine Months Ended |
| ||||||||||
|
| September 30, |
|
| September 30, |
| ||||||||||
|
| 2025 |
|
| 2024 |
|
| 2025 |
|
| 2024 |
| ||||
Telecom services |
| $ |
|
| $ |
|
|
|
|
|
|
| ||||
Broadband services |
|
|
|
|
|
|
|
|
|
|
|
| ||||
Technology and other services |
|
|
|
|
|
|
|
|
|
|
|
| ||||
Gross Revenue |
|
|
|
|
|
|
|
|
|
|
|
| ||||
Less: Discounts |
|
| ( | ) |
|
| ( | ) |
|
| ( | ) |
|
| ( | ) |
Less: Sales tax |
|
| ( | ) |
|
| ( | ) |
|
| ( | ) |
|
| ( | ) |
Total Revenue |
| $ |
|
| $ |
|
|
|
|
|
|
| ||||
Introduction
The Company accounts for revenue in accordance with ASC 606, Revenue from Contracts with Customers. All revenue is recognized as our performance obligations are satisfied. A performance obligation is a promise in a contract to transfer a distinct good or service to a customer and is the unit of account under ASC 606.
Most of our current contracts with customers contain a single performance obligation. For contracts where we provide multiple services, such as where we perform multiple ancillary services, each service represents its own performance obligation. The standalone selling prices are based on the contractual price for the service. Our contracts generally include standard commercial payment terms. We have no significant obligations for refunds, warranties or similar obligations and our revenue includes sales taxes collected from our customers.
Disaggregation of Revenue from Contracts with Customers
We derive revenue from seven primary sources: (1) International Termination Services, (2) Indefeasible Right of Use (IRU), (3) Cable TV and Internet Services, (4) Metro Fiber Solutions, (5) Capacity Sale Services, (6) Advertisement Services, and (7) Technology Services.
| 28 |
| Table of Contents |
The following table represents a disaggregation of revenue for the three and nine months ended September 30, 2025 and 2024:
|
| Three Months Ended |
|
| Nine Months Ended |
| ||||||||||
|
| September 30, |
|
| September 30, |
| ||||||||||
|
| 2025 |
|
| 2024 |
|
| 2025 |
|
| 2024 |
| ||||
Telecom Services: |
|
|
|
|
|
|
|
|
|
|
|
| ||||
International termination services |
| $ |
|
| $ |
|
| $ |
|
| $ |
| ||||
Broadband Services: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cable TV and Internet |
|
|
|
|
|
|
|
|
|
|
|
| ||||
Metro fiber solutions/sale /IRU |
|
|
|
|
|
|
|
|
|
|
|
| ||||
Capacity/media sale |
|
|
|
|
|
|
|
|
|
|
|
| ||||
|
| $ |
|
| $ |
|
| $ |
|
| $ |
| ||||
International termination services:
This service represents the international inbound traffic terminated in Pakistan via the Company’s network to local mobile network operators such as Mobilink, Zong, Telenor and Ufone. Revenue from terminating minutes is recognized at the time the call is made over the network of the Company. There is a postpaid billing invoicing cycle for such services. Company revenue is based on a per minute rate and total volume of traffic in minutes. There is a postpaid billing invoicing cycle for such services. Our customers are the local mobile network operators and other operators and not the individuals making the calls.
Geographical Disaggregation of Revenue
The Company provides a geographical disaggregation of revenue to show performance across regions which are (1) United States, (2) United Arab Emirates, and (3) Pakistan.
The details for revenues for the nine and three months ended September 30, 2025 and 2024, are as follows:
Geographic Area |
| Nine Months Ended September 30, 2025 |
|
| Nine Months Ended September 30, 2024 |
| ||
United States |
| $ |
|
| $ |
| ||
United Arab Emirates |
| $ |
|
| $ |
| ||
Pakistan |
| $ |
|
| $ |
| ||
Total |
| $ |
|
| $ |
| ||
Geographic Area |
| Three Months Ended September 30, 2025 |
|
| Three Months Ended September 30, 2024 |
| ||
United States |
| $ |
|
| $ |
| ||
United Arab Emirates |
| $ |
|
| $ |
| ||
Pakistan |
| $ |
|
| $ |
| ||
Total |
| $ |
|
| $ |
| ||
Long-lived assets of the Company as of September 30, 2025 and December 31, 2024, were:
Geographic Area |
| September 30, 2025 |
|
| December 31, 2024 |
| ||
United States |
| $ |
|
| $ |
| ||
United Arab Emirates |
| $ |
|
| $ |
| ||
Pakistan |
| $ |
|
| $ |
| ||
Total |
| $ |
|
| $ |
| ||
Indefeasible Right of Use (IRU) services:
It is a distinct performance obligation whereby the Company enters into a contractual agreement to grant Indefeasible Right of Use (IRU) of dark fiber up to
Cable TV and internet services:
Cable television is a video delivery service provided by the Company to retail and commercial subscribers via a coaxial cable and fiber optics, whereas Internet service is the delivery of data service provided by the Company to the subscribers via a coaxial cable and fiber optics. The Company is providing Fiber to the Home (“FTTH”) services which is not a distinct performance obligation, but rather a component of connectivity services. The Company charges connection and membership fees at the time of setting up of connections. Subscription revenue from Cable TV, internet over cable, cable connectivity and channels subscription fee is recognized on provision of services.
Connection and membership fees are recognized at the time of sale of connection, which is paid by the customer at the time of the sale of the connection, and it entitles the customer to access the cable TV and internet services provided by the Company. The Company follows an advance billing invoicing cycle for such services.
Metro fiber solutions:
This revenue stream represents point to point (P2P) connectivity, the latest Dark Fiber internet technology to its high-end large scale multinational companies, IT companies and leading educational institutions in major cities of Pakistan. Dark Fiber refers to fiber optic networks with no service or traffic running on the fiber strands. Unlike managed fiber services, Dark Fiber gives the maximum level of control to businesses, allowing them to use their preferred protocol and manage and maintain their own equipment. Dark Fiber has the capability to offer near limitless capacity, as well as providing the assurance of dedicated connectivity. It can be termed as a fiber corridor offering Committed information rate (CIR), fiber and data services, making it an excellent choice for organizations who require a dedicated, high capacity, secure service. Revenue from metro fiber solutions is recognized at point in time, when the asset is transferred, and a customer obtains control over it.
| 29 |
| Table of Contents |
Capacity sale services:
These are the services arrangements whereby the Company enters into a contractual agreement to provide a portion of the capacity of fiber, wherein the rights are given to the customers for a longer period, i.e.,
Advertisement services:
This revenue relates to the commercials of the different businesses, which are aired on the Company’s cable TV network. The Company offers advertisement to corporate, SME and retail customers on its in-house entertainment channels. There is vast range of advertising packages tailor-made and customized according to specific client requirements at high economical rates. Clients can opt for multiple modes of advertising like: Multiple Scroll, Multiple Logo, L-Shape, Time-checks, TVC, Documentary and Channel Branding. Advertisement income is recognized based on spots run when commercials are aired on the network. The Company follows a postpaid billing invoicing cycle for such services.
Technology services:
This revenue relates to the sale of technology services. The Company delivered a custom platform for the client. It entailed development of a hybrid solution. Features for service management that were not available in the Hyperledger® framework were developed for this purpose. To optimize operational costs, the Company manages its development and product support operations from Pakistan.
Deferred revenue was $
| 30 |
| Table of Contents |
22. DIRECT OPERATING COSTS
|
| Three Months Ended September 30, |
|
| Nine Months Ended September 30, |
| ||||||||||
|
| 2025 |
|
| 2024 |
|
| 2025 |
|
| 2024 |
| ||||
Interconnect, settlement and other charges |
| $ |
|
| $ |
|
| $ |
|
| $ |
| ||||
Salaries, wages and benefits |
|
|
|
|
|
|
|
|
|
|
|
| ||||
Bandwidth and other PTCL charges |
|
|
|
|
|
|
|
|
|
|
|
| ||||
Power consumption and rent |
|
|
|
|
|
|
|
|
|
|
|
| ||||
Network maintenance and insurance |
|
|
|
|
|
|
|
|
|
|
|
| ||||
PTA fees |
|
|
|
|
|
|
|
|
|
|
|
| ||||
Cable license fee |
|
|
|
|
|
|
|
|
|
|
|
| ||||
Annual spectrum fee |
|
|
|
|
|
|
|
|
|
|
|
| ||||
Stores and spares consumed |
|
|
|
|
|
|
|
|
|
|
|
| ||||
WMG Revenue share cost |
|
|
|
|
|
|
|
|
|
|
|
| ||||
Fees and subscriptions |
|
|
|
|
|
|
|
|
|
|
|
| ||||
Content cost |
|
|
|
|
|
|
|
|
|
|
|
| ||||
Security services |
|
|
|
|
|
|
|
|
|
|
| |||||
Others |
|
|
|
|
|
|
|
|
|
|
|
| ||||
|
| $ |
|
| $ |
|
| $ |
|
| $ |
| ||||
23. FINANCE COST
|
| Three Months Ended September 30, |
|
| Nine Months Ended September 30, |
| ||||||||||
|
| 2025 |
|
| 2024 |
|
| 2025 |
|
| 2024 |
| ||||
Unwinding of discount on liabilities |
| $ |
|
| $ |
|
|
|
|
|
|
| ||||
Interest on term finance certificates |
|
|
|
|
|
|
|
|
|
|
|
| ||||
Interest on long term loan |
|
|
|
|
|
|
|
|
|
|
|
| ||||
Interest on short term borrowings |
|
|
|
|
|
|
|
|
|
|
|
| ||||
Finance charges on lease liabilities |
|
|
|
|
|
|
|
|
|
|
|
| ||||
Bank charges and commission |
|
|
|
|
|
|
|
|
|
|
|
| ||||
|
| $ |
|
| $ |
|
|
|
|
|
|
| ||||
24. TAXATION
The provision (benefit) for income taxes for the three and nine months ended September 30, 2025 and 2024 consisted of the following:
|
| Three Months Ended September 30, |
|
| Nine Months Ended September 30, |
| ||||||||||
Current provision |
| 2025 |
|
| 2024 |
|
| 2025 |
|
| 2024 |
| ||||
|
|
|
|
|
|
|
|
|
|
|
|
| ||||
For the period |
| $ |
|
| $ |
|
|
|
|
|
|
| ||||
Prior periods |
|
|
|
|
|
|
|
|
|
|
|
| ||||
Total current provision |
|
|
|
|
|
|
|
|
|
|
|
| ||||
Deferred provision |
|
|
|
|
|
|
|
|
|
|
|
| ||||
Total provision |
| $ |
|
| $ |
|
|
|
|
|
|
| ||||
| 31 |
| Table of Contents |
The provision for current taxation represents minimum / final tax under the provisions of the Income Tax Ordinance, 2001 (ITO), as applicable in Pakistan.
|
| Three Months Ended September 30, |
|
| Nine Months Ended September 30, |
| ||||||||||
|
| 2025 |
|
| 2024 |
|
| 2025 |
|
| 2024 |
| ||||
Current provision |
|
|
|
|
|
|
|
|
|
|
|
| ||||
Federal |
| $ |
|
|
|
|
|
|
|
|
|
| ||||
State |
|
|
|
|
|
|
|
|
|
|
|
| ||||
Foreign |
|
|
|
|
|
|
|
|
|
|
|
| ||||
Total current provision |
|
|
|
|
|
|
|
|
|
|
|
| ||||
Deferred |
| $ |
|
|
|
|
|
|
|
|
|
| ||||
State |
|
|
|
|
|
|
|
|
|
|
|
| ||||
Foreign |
|
|
|
|
|
|
|
|
|
|
|
| ||||
Total provision |
|
|
|
|
|
|
|
|
|
|
|
| ||||
The provision for current taxation represents minimum / final tax under the provisions of the Income Tax Ordinance, 2001 (ITO), as applicable in Pakistan.
Since the Company does not have taxable income and accounting income for the three and nine month periods ended September 30, 2025 and September 30, 2024, therefore minimum tax on turnover has been levied under the Income Tax Ordinance, 2001, as applicable in Pakistan and details are shown below.
The components of the Company’s deferred income taxes as of September 30, 2025 and December 31, 2024 are as follows:
|
| September 30, |
|
| December 31, |
| ||
|
| 2025 |
|
| 2024 |
| ||
Asset for deferred taxation comprising temporary differences related to: |
| Unaudited |
|
|
|
| ||
|
|
|
|
|
|
| ||
Unused tax losses |
| $ |
|
| $ |
| ||
Provision for doubtful debts |
|
|
|
|
|
| ||
Post employment benefits |
|
|
|
|
|
| ||
Provision for stores and spares & stock-in-trade |
|
|
|
|
|
| ||
Provision for credit losses of advances and other receivables |
|
|
|
|
|
| ||
Valuation allowance |
|
| ( | ) |
|
| ( | ) |
|
|
|
|
|
|
| ||
Liability for deferred taxation comprising temporary differences on other liabilities |
|
| ( | ) |
|
| ( | ) |
Deferred tax asset |
| $ |
|
| $ |
| ||
Deferred tax asset on tax losses available for carry forward has been recognized to the extent that the realization of related tax benefit is probable from reversal of existing taxable temporary differences and future taxable profit. These unused tax losses mainly represent allowable depreciation expenses for an indefinite period. However, there are no such tax benefits which remain unrecognized into the financial statements and tax related contingencies have been adequately disclosed in note 18 of these financial statements. Management’s assertions of future taxable profits are primarily supported by projections in the Company’s business plan, which focuses on the expansion and execution of Fiber-to-the-Home (FTTH) services and other IT-based solutions. The Company believes that these initiatives are expected to generate sufficient taxable income in the foreseeable future, thereby enabling the Company to utilize the carried-forward tax losses.
A significant portion of the deferred tax asset is attributable to unabsorbed depreciation, which continues to be available for set-off against future taxable income under the Income Tax Ordinance, 2001 (as applicable in Pakistan). In accordance with this ordinance, such unabsorbed depreciation can be carried forward indefinitely until it is fully utilized.
1) Negative evidence
The Company has experienced recent cumulative losses for the three-year periods ended December 31, 2024, 2023 and 2022, which may represent significant negative evidence under ASC 740-10-30-23. These cumulative losses indicate uncertainty regarding the Company’s ability to generate sufficient taxable income in the near future to realize the deferred tax assets.
2) Positive evidence
Deferred tax assets arising from unabsorbed depreciation have an indefinite carryforward period, eliminating concerns about expiration and providing a strong source of positive evidence.
The Company has already recognized a partial valuation allowance of $
It is also important to note that under the Income Tax Ordinance, 2001 (the primary law governing income tax in Pakistan)(the “Tax Ordinance”), business losses can generally be carried forward for up to six years; however, only 10% of the Company’s total carryforward losses relate to business losses, while the remaining 90% represent unabsorbed depreciation. Unabsorbed depreciation can generally be carried forward indefinitely under the Tax Ordinance. This provides strong positive evidence supporting the recognition of deferred tax assets in the Company’s’ books of accounts.
While the existence of cumulative losses may carry significant negative weight, management has noted consistent reduction in the Company’s losses before tax over the past three years; decreasing from $
Management has prepared detailed internal financial projections, reflecting anticipated revenue growth from telecom, broadband and IT business. New products of IT, establishing a dedicated data center (center of excellence) are ready to launch in the market and contracts with customers are believed to be imminent. The Company would initially serve the US market and thereafter, would seek to expand and explore international markets like the United Kingdom (UK) and UAE. The Company believes that these projections demonstrate sufficient future taxable income to support realization of the deferred tax assets. The Company is expecting taxable temporary differences to reverse in future periods, which will generate taxable income against which the deferred tax assets may be realized.
Overall, the Company believes that the combination of the indefinite carryforward of unabsorbed depreciation, the reversal of taxable temporary differences, positive historical trends demonstrating reductions in cumulative losses and reasonable forecasts of future taxable income, provide sufficient positive evidence to outweigh the recent cumulative losses negative weight.
| 32 |
| Table of Contents |
25. RELATED PARTIES
Related parties comprise the parent Company, associated companies / undertakings, directors of the Company and their close relatives and key management personnel of the Company. The Company, in the normal course of business, carries out transactions with various related parties. Credit terms with related parties are more than normal business arrangements. Amounts due from and due to related parties are shown under respective notes to these financial statements.
|
| Three Months Ended September 30, |
|
| Nine Months Ended September 30, |
| ||||||||||
|
| 2025 |
|
| 2024 |
|
| 2025 |
|
| 2024 |
| ||||
Worldcall Cable (Private) Limited Interest charges |
| $ |
|
| $ |
|
| $ |
|
| $ |
| ||||
Worldcall Cable (Private) Limited expense born on behalf of associate |
|
|
|
|
|
|
|
|
|
|
|
| ||||
Worldcall Ride Hail (Private) Limited expense born on behalf of associate |
| $ |
|
| $ |
|
| $ |
|
| $ |
| ||||
Worldcall Ride Hail (Private) Limited Interest charges |
| $ |
|
| $ | ( | ) |
| $ |
|
| $ |
| |||
Key management personnel Advances against expenses disbursed (adjusted) – net |
| $ | ( | ) |
| $ |
|
| $ | ( | ) |
| $ |
| ||
|
| September 30, |
|
| December 31, |
| ||
|
| 2025 |
|
| 2024 |
| ||
|
| (Unaudited) |
|
|
| |||
Balances (Due to) Due from Related Parties |
|
|
|
|
|
| ||
Worldcall Cable (Private) Limited Other receivable |
| $ |
|
| $ |
| ||
Worldcall Ride Hail (Private) Limited Other receivable |
| $ |
|
| $ |
| ||
As on September 30, 2025 and December 31, 2024, the outstanding balance from key management personnel was approximately $
The Company owes approximately $
26. GOING CONCERN AND RISKS RELATED TO WTL
GOING CONCERN UNCERTAINTY
Worldcall Telecom Limited (WTL) has incurred recurring losses from operations, has overdue borrowings, and is dependent on continued financial support from its shareholders, including the Company, to meet its obligations. These conditions raise substantial doubt about WTL’s ability to continue as a going concern.
Risks and Restrictions
Pursuant to ASC 810-10-50, the Company has considered risks and restrictions relating to WTL, including:
| · | Restrictions on transfer of funds: Due to WTL’s financial condition and local regulatory environment, there are restrictions on the upstreaming of dividends and other transfers of cash to the Company. |
| · | Exposure to losses: As majority shareholder and financial supporter, the Company may be required to provide additional financial support to WTL in the future. |
| · | Carrying amounts: As of September 30, 2025, WTL’s consolidated assets and liabilities included in the Company’s consolidated balance sheet were approximately $ |
Management will continue to monitor WTL’s financial condition, liquidity requirements, and regulatory environment. Any material changes in WTL’s ability to continue as a going concern or transfer funds to the Company will be disclosed in future filings.
27. SUBSEQUENT EVENTS
The Company evaluated subsequent events and transactions that occurred after the balance sheet date up to the date that the consolidated financial statements were issued. Based upon this review, the Company did not identify any subsequent events that would have required adjustment or disclosure in the consolidated financial statements.
| 33 |
| Table of Contents |
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations
You should read this Quarterly Report on Form 10-Q with the understanding that our actual future results, levels of activity, performance and events and circumstances may be materially different from what we currently expect. The forward-looking statements contained herein should not be relied upon as representing our assessments as of any date subsequent to the date of this Quarterly Report on Form 10-Q.
All dollar amounts provided herein which are designated by a “$” are reported in U.S. dollars.
The following is a discussion of our consolidated financial condition and results of operations for the three and nine months ended September 30, 2025 and 2024, and other factors that are expected to affect our prospective financial condition. The following discussion and analysis should be read together with our Condensed Consolidated Financial Statements and related notes of this Quarterly Report on Form 10-Q above and our Annual Report on Form 10-K for the year ended December 31, 2024, filed with the SEC on March 27, 2025. Some of the statements set forth in this section are forward-looking statements relating to our future results of operations. Our actual results may vary from the results anticipated by these statements. Please see “Cautionary Note Regarding Forward-Looking Statements” above.
Certain capitalized terms used below but not otherwise defined, are defined in, and shall be read along with the meanings given to such terms in, the notes to the unaudited financial statements of the Company for the three and nine months ended September 30, 2025, above.
In addition, unless the context otherwise requires and for the purposes of this Report only:
| · | “Exchange Act” refers to the Securities Exchange Act of 1934, as amended; |
| · | “SEC” or the “Commission” refers to the United States Securities and Exchange Commission; |
| · | “Securities Act” refers to the Securities Act of 1933, as amended; |
| · | “WorldCall Private” refers to Worldcall Services (Private) Limited, incorporated on October 5, 2009, as a private limited Company in Pakistan under the Companies Ordinance 1984 (Repealed) now Companies Act 2017, which facilitates channel placement and ancillary services for WorldCALL Public (defined below). |
| · | “WorldCALL Public” or “WTL” means WorldCALL Telecom Limited, a publicly traded company in Pakistan, formed as a Public Limited Company in Pakistan on March 15, 2001, under the repealed Companies Ordinance, 1984 (now the Companies Act, 2017). We currently own 55% of WorldCALL Public. |
Available Information
The Company’s Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q, Current Reports on Form 8-K, and amendments to reports filed pursuant to Sections 13(a) and 15(d) of the Exchange Act, are filed with the SEC. The Company is subject to the informational requirements of the Exchange Act and files or furnishes reports, proxy statements and other information with the SEC. Such reports and other information filed by the Company with the SEC are available free of charge at our website (www.globaltechcorporation.com) under “Investor” – “SEC Filings”, when such reports are available on the SEC’s website. The SEC maintains an internet site that contains reports, proxy and information statements, and other information regarding issuers that file electronically with the SEC at www.sec.gov. The Company periodically provides other information for investors on its corporate website, www.globaltechcorporation.com. This includes press releases and other information about financial performance, information on corporate governance and details related to the Company’s annual meeting of shareholders. The information contained on the websites referenced in this Form 10-Q is not incorporated by reference into this filing. Further, the Company’s references to website URLs are intended to be inactive textual references only.
Reverse Stock Split
At our 2024 Annual Meeting of stockholders held on December 5, 2024, stockholders holding a majority of our outstanding voting shares, approved the filing of an amendment to the Company’s Articles of Incorporation, as amended (and restated) to approve a reverse stock split of the Company’s outstanding common stock, by a ratio of between one-for-two to one-for-ten inclusive, with the exact ratio to be set at a whole number to be determined by our Board of Directors or a duly authorized committee thereof in its discretion, at any time after approval of the amendment and prior to December 5, 2025 (the “Stockholder Authority”). To date the Board of Directors (the “Board”) has not yet authorized a reverse stock split ratio; however, we anticipate filing a Certificate of Amendment to our Articles of Incorporation to affect the Reverse Stock Split with the Secretary of State of Nevada prior to the planned uplisting of our common stock on the Nasdaq Capital Market and such Reverse Stock Split being effective prior to the date our common stock is uplisted to the Nasdaq Capital Market, if ever. The reverse stock split is intended to allow us to meet the minimum share price requirement of the Nasdaq Capital Market, of which there can be no assurance. We do not currently meet the uplisting requirements of the Nasdaq Capital Market and may not meet such requirements in the future.
Because the Reverse Stock Split has not been affected to date, and no final Reverse Stock Split ratio has been approved to date, the information set forth in this Report has not been adjusted, retroactively or prospectively, for such Reverse Stock Split.
Overview
We are a technology holding company. As a technology holding company, we have infrastructure assets that form the backbone of our Telecom, Cable TV and Broadband service offering. The Company is also engaged in development of software products and solutions that are offered as standalone service offering to clients.
We are engaged in Telecom, Media and Broadband operations through our subsidiary in Pakistan. We are a leading cable and broadband operator in Pakistan and a prominent broadband communication services company providing video and broadband internet services in major cities of Pakistan through Hybrid Fiber Coaxial (HFC) and state-of-the-art fiber optic networks. We also provide fiber optic network connectivity services to corporations including telecom operators. For corporate and consumers’ segments, we also provide Fiber to the Home (FTTH) connectivity for broadband and cable TV services. We also offer international voice/data interconnect services with a principal focus on the termination of international voice traffic into Pakistan.
| 34 |
| Table of Contents |
Under our technology development initiative, we have also developed and matured software products and services, targeting emergent opportunities in AI & Big data.
AI & Big data
Artificial Intelligence (AI) maturity as a technology and its availability at reasonable pricing is impacting the conduct of business across a wide spectrum of industries. Artificial Intelligence with its ability to deliver actionable insight on a specific data-set impacts the Company’s decision-making processes and it further streamlines workflows for cost, time and operational efficiency. We believe this presents an opportunity to target existing market applications and requirements that can be better serviced by using new tools available for solutions development and delivery in the AI domain. In big data applications, data ingestion, curation and analysis, powered by technology stack available under AI, is being facilitated by enhanced processing power and development of customized algorithms for specific requirements. Cloud and hosting infrastructure is also maturing at pace with industry requirements.
In order to monitor for potential algorithmic drift or hallucinations in our open-source AI products, we have implemented a monitoring framework that tracks key model performance metrics (including accuracy and F1-score - a statistical measure used to evaluate how well an AI model is performing, taking into account precision and recall) and evaluates data distribution shifts against established baselines, utilizing open-source monitoring tools such as Evidently AI and WhyLabs.
We have also taken various steps to help mitigate algorithmic hallucinations, including implementing proactive testing using benchmark datasets (internal) and adversarial red teaming (i.e., deliberately stress-testing a model in order to uncover weaknesses, blind spots, or vulnerabilities) to seek to uncover model weaknesses. We have also established continuous monitoring through real-time observability tools that track confidence scores, user feedback, and seek to track anomaly detection in production. Mitigation involves implementing automated retraining pipelines triggered by performance decay, regularly updating models with fresh, curated data, and employing techniques like continual learning to adapt to new patterns, thereby ensuring the model remains accurate and reliable in a dynamic real-world environment.
Our core focus for software development is on regulatory compliance assurance (including risk mitigation solutions), integrated e-commerce with ERP offerings and big data platforms. We believe our focus areas for software development have robust market credentials in terms of existing market and good future growth potential down the line. We believe that a major part of our existing market in these target segments will need to migrate to better, faster and more cost-efficient offerings developed using the latest technology stack. We believe that our focus areas represent significant opportunity as a major portion of the current market is serviced by technology products that are not AI ready or enabled and would need significant development to transform into a more competitive product.
The Company also operates a Center of Excellence (CoE) for AI & Big Data services to support our software solutions development and sales. It includes a wide-reaching industry engagement initiative to enable co-creation and collaborative software developments. A curated portfolio of significant products is showcased on our website and certain significant products are also marketed through their own dedicated branding with independent web and social media presence.
Telecom, Broadband and Cable TV Operations
Long Distance and International Operations
The Company maintains a robust infrastructure and international interconnect portfolio for its international traffic operations. The operations target voice traffic coming to Pakistan principally originating from the overseas Pakistani population calling home and not any significant business / corporate originations. Traditional traffic origination points are Middle Eastern countries, the United Kingdom, and North America. Termination of voice traffic is highly regulated in Pakistan and the Company has been in operation since 2004 in this segment of operations.
International voice termination into Pakistan is a major revenue stream for the Company and it increased by $0.20 million and $0.98 million for the three and nine months ended September 30, 2025, compared to September 30, 2024, respectively. The increase in volume of traffic facilitated by additional capacity offering to our middle east client contributed to this revenue growth.
Broadband and Cable Operations
The Company has nearly 1,900 kilometers (1,180 miles) of fiber optic infrastructure deployed across 20 major cities of Pakistan with a potential ability to access a market of almost 3 million households for subscriber acquisition. We believe that this is a major asset moving forward as access to subscriber concentration points is essential for our future strategy. Our focus areas remain on upgrade of our existing HFC subscriber base to FTTH which has continued for this year.
Broadband customers increased as of September 30, 2025, compared to December 31, 2024, through our offering of more affordable broadband only service on FTTH and additional broadband revenues of $1.92 million were recorded for the nine months ended September 30, 2025. It is expected that growth in subscribers will continue with additional investments in subscriber acquisitions. Additionally, we migrated part of our subscriber base on Hybrid Fiber Coaxial (HFC) network to a more robust Fiber to the Home (FTTH) offering.
| 35 |
| Table of Contents |
Video revenue decreased in the three and nine months ended September 30, 2025, compared to 2024, primarily due to a decline in the number of residential video customers, partially offset by an increase in average rates. We expect that the number of residential video customers will continue to decline as viewers are using streaming services and dropping cable television bundled services. We expect this trend to continue.
Technology Services and Products
Our revenues for software development and solution sales increased during the year. The Company delivered software based on Hyperledger® platform for a UK based client. The Company delivered a custom platform for the client. It entailed development of a hybrid solution that enabled the Hyperledger based platform to deliver permissioned connectivity with automated KYC integration. Features for service management that were not available in the Hyperledger® framework were developed for this purpose. The segment is observing additional revenues so additional growth is expected as more products are maturing into commercial offerings and additional sales are being targeted in this segment of operations. The Company has also upgraded its internal software for commercial offering across various segments. Billcare (www.billcare.io) has been developed, focusing on subscriber billing for the cable industry and is being launched in the US market.
Moving forward we expect revenue contributions from technology operations and services to increase significantly.
The Company has the following significant products and services in its technology offerings:
Digital Lending Platform
CADNZ is a unique AI ready – Enabled Digital Lending Platform that seeks to deliver frictionless operational excellence. The platform incorporates the latest technology framework. For AI readiness, the Company has developed a robust data-management solution including data-warehousing, a customized ETL (Extract, Transform and Load) engine that can handle a wide set of data integration requirements and seamless connectivity scheme that can facilitate integration of third-party applications as per client requirements. A reporting engine delivers actionable insights along with trigger automations that can identify and highlight areas of intervention independently. Data structure has also been enabled for future AI integration for specific client requirements. We believe that CADNZ is an ideal solution for small to medium sized banks and credit unions. It replaces multiple fragmented system deployments by allowing for the integration of all functionalities into a single hub. CADNZ automates workflows, empowering banking staff to focus on customer engagements and business growth delivering seamless interactions for both clients and customers. CADNZ is specifically developed for the US banking sector and we believe that this has huge potential. In the future, the Company plans to offer this product in Europe, the UK and the Middle East. We believe that this project has potential to generate significant revenues for the Company moving forward.
CADNZ, is designed to support future AI features, but does not currently contain any such AI features and as such is not classified as an AI-powered product. The structure of CADNZ allows for the integration of AI engines in the future to improve features and productivity. However, these AI services may or may not be provided, depending on the client’s choice.
The estimated market size of the global digital lending market was $11.3 billion in 2022 and is expected to grow to $30.8 billion in 2030, according to a May 2022 report by Vantage Markets Research.
The Company hopes to launch CADNZ commercially during the fourth quarter of 2025. Client demos are already in progress and the Company believes that the product is deployment ready. Enhancements are planned post commercial activation and work on the same has already been initiated. At present, the primary focus is on execution of go-to-market plan. The Company estimates $0.5 million to $0.7 million as the costs to be incurred for commercial activation focused on client on-boarding.
The primary sources of revenues from CADNZ are expected to be from annual subscriptions and one time on-boarding fees. Add-ons for third party services integrated into the platform may also provide an additional revenue stream.
Compliance Assurance and Risk Mitigation
Under the auspices of the Company’s AI & Big Data Center of Excellence (CoE) initiative, the Company has worked to strengthen the collaborative development of products that make use of the latest technology stacks targeting compliance delivery and risk mitigation for various applications in law enforcement and the financial sector. Three products have been curated for global operations. These are cocreation initiatives where Go-to-Market and sales in respective territories are the responsibility of the Company.
EntityScan is focused on individual and corporate listings for usage by banks and law enforcement agencies for intelligent sanction and criminal screening for compliance and risk management. The core database is connected to a significant number of sources and is updated in near to real-time for its data points by reviewing daily updates as released by respective entities. ETL processing for uniformity is ensured and query results are further curated for accuracy and relevance. AI is deployed for curation of data (exact and fuzzy match) and processing of distorted images.
| 36 |
| Table of Contents |
EntityScan uses AI to address key challenges in intelligent screening. It helps resolve issues like name and entity ambiguity through advanced fuzzy matching, and it extracts important data from poor-quality images using computer vision technology. This combined AI approach improves raw, unstructured data, making it more accurate and reliable. We believe that this results in an effective screening service, particularly in compliance and risk management where precision is essential.
To build this resource, EntityScan pulls data from various trusted sources, including sanctions lists, law enforcement databases, and corporate records, often in hard-to-use formats like scanned PDFs. Its AI processes automate the extraction and scrubbing of this data in near real-time. Each AI process undergoes extensive testing to ensure it works reliably and securely, with top-notch protection of data both in transit and at rest.
EntityScan’s system uses multiple layers of security and checks, including pre-launch testing, confidence scoring, human review for uncertain results, and ongoing monitoring, ensuring its AI-driven screening remains accurate and minimizes the risks of errors, especially in high-stakes environments like compliance and law enforcement.
EDFI-AI (Enhanced Digital Financial Information powered by AI is focused on predictive and pre-emptive transaction analysis that can be deployed in any transactional space for identification of suspicious and fraudulent activities. A proprietary framework ETL, processes and populates a database with historic data, curates the relationship schematics into a graphical representation of transactions collapsed for simplicity and ready analysis. Once the system is deployed, transactions can be monitored on multiple data points in parallel to isolate any anomalous behavior that may require intervention to ensure compliance. EDFI-AI as a product is primarily structured for banks. AI is deployed for a network analysis engine and use of graph database.
EDFI-AI uses AI-driven network analysis to detect fraud in financial institutions. It processes transactional data into a dynamic graph where entities (like accounts and customers) are connected by transactions. Sophisticated AI models analyze this data in real-time to help to identify fraud, money laundering, and other risks that traditional rule-based systems may miss. It continually adapts to evolving threats, reducing false positives. This system uses enterprise-grade data and internal AI models built with open-source technologies. It carefully measures accuracy using metrics like False Positive Rate, False Negative Rate and Precision/Recall balance, helping to ensure continuous improvement through feedback systems and performance monitoring.
HyperLocal PEP Scan is focused on identifying and classifying Politically Exposed Persons for financial institutions. The HyperLocal PEP listing is further augmented by review of local data to deliver a hyperlocal Politically Exposed Persons (PEP) tool. Local data ingestion is further augmented by AI enabled search tools used in facial recognition and RCA (Relatives and Close Associates) development. PEP handling by financial institutions is highly regulated and sensitive and our HyperLocal PEP Scan delivers a robust solution which is much faster to deploy with a much higher degree of accuracy than competitors’ products.
HyperLocal PEP Scan uses AI to enhance the search and mapping of politically exposed persons (PEPs). It processes localized data to find PEPs missed by global lists and builds detailed networks of PEPs. It also uses AI for facial recognition and relationship mapping across various data sources, ensuring high accuracy through validation and feedback.
This portfolio of projects is ready for commercial sale and is being marketed for global deployment in US and international markets.
According to a report by Grandview Research, the global enterprise governance, risk and compliance market size was estimated at $62.9 billion in 2024 and is expected to grow at a 13.2% compounded annual growth rate through 2030.
ERP with e-commerce integration
Our Thrivo.AI platform is being developed by the Company to integrate retail centric ERP with AI enabled e-commerce offerings. We believe that current e-commerce offerings provide limited data insight to business owners related to actual decision matrices that can translate into sales on their storefront. The Company is developing an e-commerce platform offering that would capture additional data points related to sales maturity and deliver actionable insight to business owners for improved sales conversion. AI tools are being used for creating the data-management solution and BI dashboard development. We believe that it offers unique competitive advantages for small to midsized retail operations that require additional actionable insights in the changing landscape of business operations. Thrivo.AI directly contributes towards enhanced efficiency, agility and business resilience of its clients. Thrivi.AI is being packaged in a modular architecture to ensure a smooth on-boarding of clients in the least cumbersome manner with additional cost efficiency as it delivers all-in-one integration. It is targeted to replace disparate offerings that functionally deliver ERP, retail management and e-commerce in standalone architecture.
Thrivo AI leverages internal transactional data to optimize retail performance. Using client data, it enables targeted customer segmentation, predicts customer behavior, and provides insights on sales funnels, inventory management, and dynamic pricing. These features seek to help businesses boost revenue by improving customer retention and acquisition.
| 37 |
| Table of Contents |
According to an August 2023 report by Markets and Markets, the total eCommerce platform market size is projected to grow from $7.1 billion in 2023 to $13.5 billion in 2028.
Client demos of our Thrivo.AI platform are planned for the fourth quarter of 2025, with a planned commercial launch later in the fourth quarter of 2025, with the ERP integration expected to be finalized in the second quarter of 2026. We currently estimate a cost of $0.2 million to $0.3 million for the E-commerce module (platform) and another $0.5 million to $0.7 million for the retail ERP development completion and integration.
We expect to generate revenue through this platform through one-time on-boarding fees and reoccurring quarterly revenues through revenue share from the enhanced sales expected to be delivered from the platform.
Sports League Management System
We are engaged in development of a sports league management system ‘SLMS’, for a major team sport, i.e., baseball and softball. We believe that this product has a significant market and that we have the technology assets available to deliver a highly agile and competitive product.
To ensure an earliest possible time to market for this product, the Company recently acquired a core software platform, the “Crickslab Core Engine” from CricksLab L.L.C-FZ (“CricksLab”). The acquisition of the core engine delivers core functionalities and the Company is focused on developing an application layer for baseball and softball. The acquired SLMS provides all functionalities related to player, team, league and tournament management. It also includes functionalities of live broadcasting (Video and Scoring), statistics and scoring. CricksLab platform is used by national cricket boards of Italy, Kuwait, Qatar and Pakistan for national management of cricket. Under the acquisition agreement, CricksLab is committed to fully supporting product development on the acquired platform.
We are currently developing an application layer and customizing the core engine product handling to include additional features related to video analytics on live streaming, merchandizing, much wider social media engagement automations and community engagement services for the benefit of end-users.
Video analytics on live streaming is being implemented to open additional avenues of business engagement related to talent identification services, coaching services and talent management services. The community engagement module is being enhanced significantly to target a much wider segment in the addressable market compared to current application.
According to a report by Fortune Business Insights, the global sports management software market size was estimated to be valued at $312 million in 2024, and to grow to $1.25 billion by 2032.
We are targeting the fourth quarter of 2025 for the launch of the League/Club/Team/Player Management, Game Day and Scoring part of our sports league management system and the first or second quarter of 2026 for the live streaming, coaching, merchandizing and community management modules of our sports league management system. In the meantime, we plan to begin product demos in the fourth quarter of 2025 across various markets. We estimate the cost of launching this product at between $0.25 million to $0.4 million.
| 38 |
| Table of Contents |
We expect to generate ongoing monthly subscriptions revenues with annual contracts for basic services, and additional fees for activation of enhanced features of our sports league management system.
Telecommunications Services
WorldCALL Public’s LDI Network provides local and international interconnect services to customers and other telecommunications providers in Pakistan using its LDI network. It is one of the largest LDI networks in Pakistan. The current capacity of WorldCALL Public’s network is nearly 8 million minutes per day of traffic.
Below is a table of quantifying WorldCALL Public’s telecommunications customers for each period presented and information on other telecommunications providers to which it provides services:
Category |
| September 30, 2025 |
|
| December 31, 2024 |
|
| December 31, 2023 |
| |||
Total Telecommunication Customers |
|
| 3 |
|
|
| 3 |
|
|
| 3 |
|
The Company also provided telecommunication services to five non-customer operators as of September 30, 2025, December 31, 2024 and 2023, from whom no revenue is recognized by the Company. Instead, these operators function as vendors with whom the Company maintains interconnection arrangements to facilitate seamless communication across networks. Through these arrangements, the Company provides traffic to these operators, which they terminate to the relevant end user. These operators invoice the Company for their interconnect service.
Summary Table for Services offered
S.No. |
| Service | Service Area |
| End-Consumer | |
1 |
| Long Distance and International (LDI) | National |
|
| |
1a |
| Bulk Sales |
|
|
| Telecom Operators |
1b |
| Call termination charged per minute |
|
|
| Telecom Operators |
2 |
| Broadband |
|
|
|
|
2a |
| Fiber to the Home (FTTH) |
| Lahore |
| Corporate/Residential |
2b |
| Hybrid Fiber Coaxial (HFC) |
| Lahore / Karachi / Islamabad |
| Residential |
2c |
| Affordable Broadband |
| Lahore / Karachi / Islamabad |
| Resellers/Residential |
2d |
| Fiber Optic connectivity |
|
|
| Telecom Operators/ Corporate |
3 |
| Cable TV |
|
|
|
|
3a |
| Analog and Digital Service (FTTH) |
| Lahore |
| Corporate/Residential |
3b |
| Analog and Digital Service (HFC) |
| Lahore / Karachi / Islamabad |
| Residential |
3c |
| Analog and Digital Service (Fiber Optic) |
| Lahore / Karachi / Islamabad / Multan / |
| *Local Cable Operator/ Local Loop Operator |
|
|
|
| Faisalabad |
|
|
4 |
| Technology Services |
| International |
| Non-Residential |
4a |
| Banking software |
| International |
| Non-Residential |
*We provide Analog and Digital services via our Fiber Optic network to local cable operators, wherein each of the local operators reduces capital costs by receiving our service rather than installing equipment for receiving programming directly from Networks.
| 39 |
| Table of Contents |
Pricing information for the listed services is as follows.
Service 1a is charged at bulk monthly rates with unlimited volumes of traffic. The origination operator is able to generate additional volumes by offering discounted calling rates for Pakistan and local Pakistani operators connected to the Company’s LDI networks which benefits from additional income by utilization of vacant capacity on the interconnect. The Company’s margin is fixed irrespective of the volume of traffic.
Service 1b is charged on per minute of traffic (on per second incremental basis) to the originating party along with a corresponding termination rate charged by the terminating party connected to the Company’s LDI network.
Services 2a and 3a are direct fiber connectivity to the end user through Fiber to the Home (FTTH) architecture. Service is charged as per subscription opted by the end user, and includes cable TV and broadband data. Cable TV offerings further include the option for analogue, digital or both services.
Services 2b and 3b are direct hybrid fiber coaxial (HFC) connectivity to the end user. Service is charged as per subscription opted by the end user and includes cable TV and broadband data. Cable TV offerings further include options to have analogue, digital or both services. Compared to FTTH, HFC offers a lower capacity broadband connectivity for the end-user.
Service 2c is connecting local resellers to the Company’s backbone where service offerings and packaging is done by the Company and local loop operators only manage subscriber services for connectivity and network maintenance. The Company charges individual packages on a pre-paid top-up basis.
Service 2d provides backhaul and core network connectivity for telecom operators along with P2P links for corporate data connectivity. Telecom operator’s charges are on a long-term lease basis with O&M charged on an annual basis for a specific length of fiber optic network deployment. For corporate clients, this includes one-time charges for network deployment with monthly O&M.
Service 3c connects and provides local cable operators and local loop operators with the Company’s Cable TV services (Analogue and Digital).
The connection is made on fiber optic cable to end-user premises and further distribution is handled by local loop operators through their own resources.
Service 1 is monitored for volume of traffic and applicable rates. Services 2a, 2b, 2c, 3a and 3b are monitored on a subscriber connected basis.
Services 2d and 3c are monitored for new sales and a Service Level Agreement (SLA) is delivered for existing customers.
Service 4a, for our software development services, the Company charges on a delivery basis with prices for services and products, as per negotiated contract terms with clients.
Service 4b, for software products, the charges are on an annual and/or monthly subscription basis along with options for charging on a per query and/or usage basis.
Recent Events
CricksLab Core Engine Agreement
On April 7, 2025, the Company entered into, and closed the transactions contemplated by, a Core Engine Agreement (the “Agreement”) with CricksLab L.L.C-FZ (“CricksLab”), pursuant to which CricksLab granted the Company an exclusive, perpetual, worldwide, royalty-free, and transferable license to use, modify, sublicense, and commercially exploit CricksLab’s proprietary core engine software (the “Core Engine”) for the development, deployment, and operation of software platforms for baseball, softball, and other similar bat-and-ball sports (the “GTC Use”). The license is exclusive for the GTC use, excluding cricket, which remains exclusive to CricksLab. The Core Engine includes functionalities for player, team, league, and tournament management, as well as live video broadcasting, scoring, and statistics. CricksLab retains the right to use the Core Engine for its internal operations and for cricket-related applications, and may license it to third parties, provided such use does not conflict with the Company’s rights and complies with the Agreement’s non-compete provisions.
As consideration for the Agreement, the Company issued 10,000,000 restricted shares of its common stock to CricksLab, valued at $10,000,000.
Sale of Convertible Promissory Notes
On September 2, 2025, the Company entered into two Subscription Agreements with two accredited investors (the “Investors”), pursuant to which the Investors purchased in aggregate $1,400,000 of Convertible Promissory Notes from the Company (the “Convertible Notes”). The Subscription Agreements included customary representations and warranties of the Investors and the Company, and include piggyback registration rights (except in connection with the IPO, discussed below), for a period of one year following the dates of the subscriptions.
The proceeds from this funding are expected to be used to fuel strategic priorities aimed at strengthening the Company’s innovation ecosystem.
| 40 |
| Table of Contents |
The Convertible Notes do not accrue interest unless and until an event of default occurs. Upon the occurrence of an event of default, the amount due under the Convertible Notes bears interest at five percent (5%) per annum, until repaid in full. Any accrued interest, if applicable, is payable on the maturity date or upon conversion of the Convertible Notes, as discussed below. The Convertible Notes are due and payable, unless earlier converted into common stock as discussed below, on September 2, 2027.
The Convertible Notes provide for the automatic conversion of the outstanding principal balance thereof, together with any accrued and unpaid interest, into shares of the Company’s common stock immediately prior to the consummation by the Company of an initial public offering which results in the Company’s common stock being traded on a recognized U.S. securities trading market or exchange, including, but not limited to the Nasdaq Capital Market, Nasdaq Global Market or NYSE American (the “IPO”). The conversion price per share will equal 85% of the per share price to the public in the IPO offering (or, if applicable, 85% of the deemed price of a unit including common stock). The Convertible Notes include customary provisions related to stock splits, combinations, or similar events that proportionately adjust the conversion price.
The Convertible Notes are expressly subordinated to all current and future indebtedness of the Company owed to financial institutions and may be prepaid, in whole or in part, at any time without premium or penalty.
Events of default under the Convertible Notes include, among other things, (i) the Company’s failure to pay principal, interest, or other amounts when due, subject to a ten-day cure period; (ii) the Company’s insolvency, bankruptcy, reorganization, dissolution, or similar proceedings, including the appointment of a custodian, receiver, or trustee for the Company or its assets; or (iii) any action by the Company authorizing or in furtherance of the foregoing. Upon an event of default, unless cured or waived, any holder may declare its Convertible Notes immediately due and payable, and all amounts owed will accrue interest at the default rate described above.
Appointment of President and Consulting Agreement
On September 22, 2025, the Board of Directors of the Company, appointed Frank R. Parrish, III, as the President of the Company, which appointment was effective the same day. In connection with Mr. Parrish’s planned appointment as President of the Company, the Company entered into a Consulting Agreement between the Company and FPIS Consulting LLC (“FPIS”), an entity that is owned and controlled 50% by each of Mr. Parrish and Mr. Iqbal Safdar, a consultant to the Company (the “Consulting Agreement”), dated September 1, 2025. Pursuant to the Consulting Agreement, the Company agreed to engage FPIS to provide the services of Mr. Parrish to the Company.
The Consulting Agreement has an initial term of one year, but renews automatically thereafter for additional one year terms unless either party provides the other notice of non-renewal at least 30 days prior to such renewal date. The Consulting Agreement also requires the Company to recommend to its stockholders that Mr. Parrish be appointed as a member of the Board of Directors of the Company, provided that Mr. Parrish currently only serves as an executive of the Company.
In consideration for services rendered under the Consulting Agreement, the Company agreed to pay FPIS $16,667 per month. Additionally, the Board of Directors may grant FPIS or Mr. Parrish bonuses from time to time in its discretion, in cash or equity and/or increase the compensation payable to FPIS.
The agreement terminates automatically upon the death of Mr. Parrish; at the option of the Company, in the event of the disability of Mr. Parrish (as discussed in greater detail in the Consulting Agreement); at the option of the Company with thirty days’ notice for Cause (as defined below); at the option of the Company with 30 days’ notice, without Cause; by Mr. Parrish or FPIS for Good Reason with 60 days prior written notice; or at the end of the then term. If the Consulting Agreement is terminated, FPIS is due within 30 days of such termination, all accrued compensation and reimbursement for past expenses, and if the Consulting Agreement terminates due to Mr. Parrish’s death or disability, FPIS is also to receive an acceleration in full of all time-based equity awards. The Consulting Agreement includes customary confidentiality obligations and assignment of inventions requirements of Mr. Parrish.
| 41 |
| Table of Contents |
Under the Consulting Agreement, “Cause” for termination includes Mr. Parrish’s willful misconduct, gross negligence, material dishonesty, criminal conviction for certain offenses, failure to follow lawful directives, violations of material Company policies, breaches of non-solicitation, non-competition, or confidentiality obligations, or any material breach of the Consulting Agreement or other agreements with the Company, in each case subject to a cure period if applicable. “Good Reason” includes a material reduction in title, authority, duties, responsibilities, or pay, a required relocation over 50 miles, or a material breach by the Company of the Consulting Agreement, in each case subject to notice and a cure period by the Company.
Results of Operations
Three Months Ended September 30, 2025, compared to the Three Months Ended September 30, 2024
Net Revenue: Total net revenue, made up of telecom services, broadband services and technology and other services revenues (each as discussed in greater detail below), was $5.5 million and $5.0 million, for the three months ended September 30, 2025, and 2024, as discussed in greater detail below.
Revenue from telecom services amounted to $4.57 million for the three months ended September 30, 2025, compared to $4.37 million for the three months ended September 30, 2024. This increase of approximately $0.20 million was primarily driven by higher traffic volume in our international termination business, which were 214 million minutes in the three months ended September 30, 2025, up from 182 million minutes during the same period in 2024.
Revenue from broadband services totaled $1.25 million for the three months ended September 30, 2025, compared to $0.25 million in the three months ended September 30, 2024. The $1.00 million increase is mainly attributable to a rise in broadband subscriber growth, with 25,000 new internet connections sold during the three months ended September 30, 2025, compared to the same period in the prior year.
Technology and other services revenue was $0.01 million for the three months ended September 30, 2025, compared to $0.40 million for the three months ended September 30, 2024.
Nine Months Ended September 30, 2025, compared to the Nine Months Ended September 30, 2024
Net Revenue: Total net revenue, made up of telecom services, broadband services and technology and other services revenues (each as discussed in greater detail below), was $15.5 million and $13.3 million, for the three months ended September 30, 2025, and 2024, as discussed in greater detail below.
Telecom services-related revenue stood at $12.91 million for the nine months ended September 30, 2025, compared to $11.92 million during the nine months ended September 30, 2024. This increase of approximately $0.99 million was due to an increase of 144 million minutes for the nine months ended September 30, 2025 compared to the nine months ended September 30, 2024.
Broadband services generated revenue of $2.90 million for the nine months ended September 30, 2025, compared to $0.98 million during the nine months ended September 30, 2024. The increase of $1.92 million is mainly due to 54,000 additional internet service connection sales in the nine-month ended September 30, 2025, compared to the nine months ended September 2024.
Technology and other services revenue was $0.03 million for the nine months ended September 30, 2025, compared to $0.41 million during the nine months ended September 30, 2024.
| 42 |
| Table of Contents |
Non-GAAP (loss) profit from operations (operating loss plus other income) (a non-Generally Accepted Accounting Principles (GAAP) financial measure, see “Non-GAAP Financial Measures”, below) for the three months ended September 30, 2025 was $0.24 million, and non-GAAP profit from operations for the three months ended September 30, 2024 was $0.09 million. Adjusted EBITDA (a non-Generally Accepted Accounting Principles (GAAP) financial measure, see “Non-GAAP Financial Measures”, below) for the three months ended September 30, 2025 was $0.01 million, whereas Adjusted EBITDA for the three months ended September 30, 2024 was $0.95 million.
Non-GAAP loss from operations (operating loss plus other income) (a non-Generally Accepted Accounting Principles (GAAP) financial measure, see “Non-GAAP Financial Measures”, below) for the nine months ended September 30, 2025 was $1.66 million, and non-GAAP loss from operations for the nine months ended September 30, 2024 was $(1.48) million. Adjusted EBITDA (a non-Generally Accepted Accounting Principles (GAAP) financial measure, see “Non-GAAP Financial Measures”, below) for the nine months ended September 30, 2025 was $0.10 million, whereas Adjusted EBITDA for the nine months ended September 30, 2024 was $0.65 million.
Non-GAAP Financial Measures
We have included non-GAAP loss from operations and Adjusted EBITDA in this Report as a supplement to Generally Accepted Accounting Principles (GAAP) measures of performance to provide investors with an additional financial analytical framework which management uses, in addition to historical operating results, as the basis for financial, operational and planning decisions and present measurements that third parties have indicated are useful in assessing the Company and its results of operations. Non-GAAP loss from operations and Adjusted EBITDA are presented because we believe they provide additional useful information to investors due to the various noncash items during the period. Adjusted EBITDA is also frequently used by analysts, investors and other interested parties to evaluate companies in our industry.
Non-GAAP loss from operations and Adjusted EBITDA have limitations as an analytical tool, and you should not consider them in isolation, or as a substitute for analysis of our operating results as reported under GAAP. Some of these limitations are: Adjusted EBITDA does not reflect cash expenditures, future requirements for capital expenditures, or contractual commitments; Adjusted EBITDA does not reflect changes in, or cash requirements for, working capital needs; and Adjusted EBITDA does not reflect the significant interest expense, or the cash requirements necessary to service interest or principal payments, on debt or cash income tax payments. For example, although depreciation and amortization are noncash charges, the assets being depreciated and amortized will often have to be replaced in the future, and Adjusted EBITDA does not reflect any cash requirements for such replacements. We believe non-GAAP loss from operations provides our management and investors consistency and comparability with our past financial performance and facilitate period-to-period comparisons of operations, as this metric includes the effect of other income. Additionally, other companies in our industry may calculate non-GAAP operating loss and Adjusted EBITDA differently than the Company does, limiting its usefulness as a comparative measure. You should not consider non-GAAP operating loss and Adjusted EBITDA in isolation, or as a substitute for analysis of the Company’s results as reported under GAAP. The Company’s presentation of these measures should not be construed as an inference that future results will be unaffected by unusual or nonrecurring items. We compensate for these limitations by providing a reconciliation of these non-GAAP measures to the most comparable GAAP measure. We encourage investors and others to review our business, results of operations, and financial information in their entirety, not to rely on any single financial measure, and to view these non-GAAP measures in conjunction with the most directly comparable GAAP financial measure.
We realized revenue, Adjusted EBITDA and non-GAAP loss from operations during the periods presented below as follows:
|
| Three months ended September 30, |
|
| Nine months ended September 30, |
| ||||||||||
|
| 2025 |
|
| 2024 |
|
| 2025 |
|
| 2024 |
| ||||
Net revenue |
| $ | 5,540,550 |
|
|
| 5,017,195 |
|
| $ | 15,510,338 |
|
|
| 13,282,159 |
|
Adjusted EBITDA |
|
| 10,295 |
|
|
| 945,641 |
|
|
| 97,003 |
|
|
| 646,188 |
|
Non-GAAP (loss)/profit from operations |
| $ | (242,232 | ) |
|
| 87,639 |
|
| $ | (1,657,347 | ) |
|
| (1,483,538 | ) |
| 43 |
| Table of Contents |
Set forth below is a presentation and reconciliation of our non-GAAP loss from operations and Adjusted EBITDA for the three and nine months ended September 30, 2025 and 2024:
|
| Three months ended |
|
| Nine months ended |
| ||||||||||
|
| September 30, |
|
| September 30, |
| ||||||||||
|
| 2025 |
|
| 2024 |
|
| 2025 |
|
| 2024 |
| ||||
|
|
|
|
|
|
|
|
|
|
|
|
| ||||
Loss from operations |
| $ | (516,438 | ) |
| $ | (1,099,408 | ) |
| $ | (2,447,344 | ) |
| $ | (3,168,968 | ) |
Plus, other income |
|
| 274,206 |
|
|
| 1,187,047 |
|
|
| 589,997 |
|
|
| 1,685,430 |
|
Non-GAAP loss from operations |
|
| (242,232 | ) |
|
| 87,639 |
|
|
| (1,657,347 | ) |
|
| (1,483,538 | ) |
|
| Three months ended |
|
| Nine months ended |
| ||||||||||
|
| September 30, |
|
| September 30, |
| ||||||||||
|
| 2025 |
|
| 2024 |
|
| 2025 |
|
| 2024 |
| ||||
Net revenue |
| $ | 5,540,550 |
|
| $ | 5,017,195 |
|
| $ | 15,510,338 |
|
| $ | 13,282,159 |
|
GAAP net loss |
|
| (713,086 | ) |
|
| (455,818 | ) |
|
| (2,948,837 | ) |
|
| (3,108,591 | ) |
Add back (subtract) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Depreciation and amortization |
|
| 423,257 |
|
| 744,475 |
|
| 1,499,207 |
|
|
| 2,232,909 |
| ||
Finance cost |
|
| 404,095 |
|
| 445,833 |
|
| 1,094,631 |
|
|
| 1,431,785 |
| ||
Taxation |
|
| 66,760 |
|
| 97,623 |
|
| 196,858 |
|
|
| 193,269 |
| ||
Exchange loss |
|
| (170,731 | ) |
|
| 113,525 |
|
|
| 255,144 |
|
|
| (103,184 | ) |
Adjusted EBITDA |
| $ | 10,295 |
| $ | 945,641 |
| $ | 97,003 |
|
| $ | 646,187 | |||
Non-GAAP operating loss is defined as GAAP operating loss plus other income.
Adjusted EBITDA is defined as net income attributable to GlobalTech Corporation shareholders plus net income attributable to non-controlling interest, net interest expense, income taxes, depreciation and amortization, and other operating (income) expenses, net, such as exchange loss/(gain).
Adjusted EBITDA during the three months ended September 30, 2025 was mainly impacted by the increase in international termination business, broadband services, technology services provided during the period, exchange gain, decrease in depreciation and amortization and reduction in policy rate, whereas loss from operations during the three months ended September 30, 2025 was impacted mainly by exchange gain and reduction in depreciation and amortization.
Adjusted EBITDA during the nine months ended September 30, 2025 was mainly impacted by the increase in international termination business, broadband services, technology services provided during the period, exchange loss decrease in depreciation and amortization and reduction in policy rate, whereas loss from operations during the nine months ended September 30, 2025 was impacted mainly by exchange gain and reduction in depreciation and amortization.
During this period, the Company was also transforming its business operations and moving towards a service-centric operation that does not require heavy investments in infrastructure. Current business operations are being maintained at the optimal operating level and new investments were principally utilized for solutions development more suited for future needs. The Company is focused on the development of products and services that would be better suited for its future roadmap as a technology-centric solutions Company.
Direct operating costs: Direct costs during the three months ended September 30, 2025 were US$ 4.82 million compared to US$ 4.65 million during the three months ended September 30, 2024, an increase of US $0.17 million, compared to the prior year quarter. The increase was primarily due to an increase in interconnect, settlement and other charges and revenue share cost.
Direct operating costs during the nine months ended September 30, 2025 stood at USD $13.86 million compared to USD $12.38 million during the nine months ended September 30, 2024. The increase was primarily due to an increase in interconnect, settlement and other charges, driven by the growth in international traffic volume during the period, and revenue share costs.
Other operating costs: Other operating costs during three months ended September 30, 2025 were US $0.80 million compared to US $0.71 million during the three months ended September 30, 2024, which increase is mainly due to legal and professional charges.
Other operating costs during the nine months ended September 30, 2025 stood at USD $2.11 million, compared to USD $1.72 million during the nine months ended September 30, 2024. The increase in operating costs is mainly due to legal and professional charges.
| 44 |
| Table of Contents |
Depreciation and amortization: Depreciation and amortization during the three months ended September 30, 2025 was $ 0.42 million compared to $0.74 million during the three months ended September 30, 2024. The decrease of $0.32 million was mainly due to the full amortization of one of the intangible assets which was still being amortized in the prior period.
Depreciation and amortization for the nine months ended September 30, 2025 was $1.50 million, compared to $2.23 million for the nine months ended September 30, 2024. The decrease of $0.73 million was mainly due to the full amortization of one of the intangible assets which was still being amortized in the prior period.
Other expenses: Other expenses stood at $0.01 million during the three months ended September 30, 2025 compared to $0.02 million during the three months ended September 30, 2024, which is approximately the same.
Other expenses during the nine months ended September 30, 2025 stood at $0.29 million against $1.2 million. The increase of $0.17 million was mainly due to currency devaluation during the period.
Other income - net: Other income – net was $0.27 million during the three months ended September 30, 2025 compared to $1.19 million during the three months ended September 30, 2024 The decrease is mainly due to income on deposits in the corresponding period of last year.
Other income during the nine months ended September 30, 2025 was $0.59 million compared to $1.69 million during the nine months ended September 30, 2024. The decrease is mainly due to exchange gain and income on deposits in the corresponding period of last year.
Finance cost: The finance cost during the three months ended September 30, 2025 was $0.40 million compared to $0.45 million during the three months ended September 30, 2024, a decrease of $0.05 million. The decrease was due to the decrease in the rate of interest of our debt, which is based on KIBOR, and the resulting decrease in interest payments due thereon.
The finance cost during the nine months ended September 30, 2025 was $1.11 million, compared to $1.43 million during the nine months ended September 30, 2024. The decrease of $0.32 million was due to the decrease in the rate of interest of our debt, which is based on KIBOR, and the resulting decrease in interest payments due thereon.
Taxation: Taxation expense was $0.1 million and $0.1 million for the three months ended September 30, 2025 and 2024, respectively.
Taxation expense was $0.2 million and $0.2 million for the nine months ended September 30, 2025 and 2024, respectively.
Net loss: The Company posted a net loss of $0.71 million during the three months ended September 30, 2025 compared to $0.46 million during the three months ended September 30, 2024.
The Company posted a net loss of $2.96 million during the nine months ended September 30, 2025 compared to $3.11 million during the nine months ended September 30, 2024.
Updates on business plans:
Long Distance and International traffic operations:
The Company has maintained its market positioning and business strength in Long Distance and International voice operations. Traffic volumes and revenues delivered quantitative growth during the period. The Company plans to maintain its operations with focus on voice termination into Pakistan as its primary service continuing in 2025.
Broadband and Cable TV Operations:
The Company plans to continue with an expansion of its affordable broadband only connectivity services on FTTH along with upgrades of its existing HFC subscribers to FTTH connectivity.
Software Solutions and Technology Products:
The Company has developed an impressive portfolio of technology products for its global offerings. The Company has also established a robust eco-system within the organization for managing sales and product support services for its products. Moving forward, the Company plans to focus on products that have significant and established market size with expected good growth potential.
We believe that there is an opportunity to offer better products based on new technological innovations in the AI & Big Data space that can replace previous generations of products that define the bulk of our existing markets. We plan to work to maximize market penetration of our offerings during this window of opportunities as clients migrate / upgrade to latest offerings, letting go of traditional software solutions based on older technology stacks.
Company CRM and related software and IT tools for operations have been further upgraded to form a commercial product BillCare (www.billcare.io) and a sales platform has been established for the same.
Market engagement with demos, discovery workshops and walkthroughs have been arranged for our partners and clients. These engagements have been very productive, but we expect that the full extent of the commercial potential will only become evident with time and progress achieved in sales.
Liquidity and Capital Resources
We hold cash in the United States, United Arab Emirates and in Pakistan, as shown in the table below as of September 30, 2025 and December 31, 2024:
|
|
| Cash and cash equivalents as of September 30, 2025 |
|
| Cash and cash equivalents as of December 31, 2024 |
| |||
United States |
|
|
| $ | 173,226 |
|
| $ | 11,381 |
|
United Arab Emirates |
|
|
| $ | 265,823 |
|
| $ | 439,685 |
|
Pakistan |
|
|
| $ | 630,364 |
|
| $ | 371,185 |
|
|
|
|
| $ | 1,069,413 |
|
| $ | 822,251 |
|
We have significant amounts of debt. The principal amount of our debt as of September 30, 2025, was $6.65 million, consisting of $4.22 million of Term Finance Certificates (TFC), and long-term and short-term borrowings of $2.43 million. These debt facilities are secured and require significant cash to fund principal and interest payments. We are required to make debt repayments of US $5.65 million in the coming twelve months and we believe that sufficient funds will be generated through our operations to pay such amounts; however, we may need to raise funding in the future. The receptiveness of the capital markets to an offering of debt or equities cannot be assured and may be negatively impacted by, among other things, debt maturities, current market conditions, and potential stockholder dilution. The sale of additional securities, if undertaken by us and if accomplished, may result in significant dilution to our shareholders. However, such future financing may not be available in amounts or on terms acceptable to us, or at all.
| 45 |
| Table of Contents |
Notwithstanding the above, the Company has taken certain steps to address its liquidity and capital requirements:
A settlement offer has been made to the Term Finance Certificates (TFC) holders in Pakistan against an equity swap for the Company’s common stock. The same is under review by the TFC holders. If accepted by the TFC holders, this would address a major portion of our debt and also reflect positively on our financial performance on account of reduced interest costs. However, the probability of success cannot be gauged at the moment as it involves approval from the TFC holders and then execution of the transaction in a compliant manner, therefore, regulatory compliance is being assessed. This offer is at an early stage and the TFC holders may not accept our offer or there may be other compliance issues that may affect the execution of this offer. The issuance of shares of common stock to the TFC holders may cause dilution to existing shareholders.
Moving into the fourth quarter of 2025, the Company may seek to raise equity funding through private or public offerings, including as part of its goal to uplist its common stock on the Nasdaq Capital Market, of which there can be no assurance; however, the timing and outcome of such efforts cannot be assured. Any sale of equity will cause dilution, which may be significant, to existing stockholders.
While there is no guarantee that we will raise sufficient funds to meet our capital needs or that even if available it will be on terms acceptable to us, we will be very cautious and prudent about any new capital raise given the global market uncertainties. However, we are very conscious of the dilutive effect and price pressures in raising equity-based capital.
Despite the challenging environment, we are continually expanding our FTTH network using our existing equipment inventory consisting of Fiber Optic Cable and Customer Premises Equipment without having to deploy additional capital to purchase such equipment. We anticipate that the continual deployment will result in additional revenues for the Company.
We actively review possible acquisitions and mergers against our objectives including, among other considerations, improving operational efficiency, achieving synergies, improving product development or technical capabilities of our business, and achieving appropriate return targets, and we may participate in such acquisitions, to the extent we believe these possibilities present attractive opportunities, and funding permitting. Our projected cash needs and projected sources of liquidity depend upon, among other things, our actual results, and the timing and amount of our expenditures with the main focus on growth in international termination traffic, FTTH rollout, Data, and Fiber sales, software product and service and our ability to convert the same into increases in bottom line cash flows.
We had a working capital deficit of $25.66 million as of September 30, 2025, compared to a working capital deficit of $25.11 million as of December 31, 2024. The Company believes its cash and cash equivalents, which totaled $3,831,192 as of September 30, 2025, along with cash generated by ongoing operations and continued access to debt/capital markets, will be sufficient to satisfy its cash requirements and debt obligations over the next 12 months and beyond. However, this includes restricted cash of $2,761,779 that is not available for immediate ordinary business use. We believe that our existing staffing levels are sufficient to service additional customers.
Additional information regarding our cash, outstanding debt and payables obligations are described in greater detail under “Part I” - “Item 1. Financial Statements” in the Notes to Condensed Consolidated Financial Statements under Notes: 3 (Cash and Cash Equivalents), 4 (Restricted Cash), 6 (Loans and Advances), 11 (Trade and Other Payables), 12 (Current Portion of Non-Current Liabilities), 13 (Accrued Interest), 14 (Short Term Borrowings), 15 (Term Finance Certificates (TFCS)), 16 (Long Term Financing – Secured), 17 (Convertible Loan), and 18 (License Fee Payable).
Cash flows from operating, investing, and financing Activities:
Cash and Cash Equivalents: We held $3,831,192 and $3,455,270 of cash and cash equivalents as of September 30, 2025, and December 31, 2024, respectively, which includes restricted cash of $2,761,779 and $2,633,019 that is not available for immediate ordinary business.
Operating Activities: Net cash generated operating activities for the nine months ended September 30, 2025 was $0.28 million compared to net cash generated from operating activities of $0.39 million for the nine months ended September 30, 2024. The decrease is mainly due to the cash outflow from loans and advances and other payables.
| 46 |
| Table of Contents |
Investing Activities: Net cash used in investing activities for the nine months ended September 30, 2025, and 2024 was $0.05 million and $0.10 million, respectively. The decrease in cash used in investing activities was primarily due to a decrease in the addition of fixed assets.
Financing Activities: Net cash generated from financing activities was $1.23 million during the nine months ended September 30, 2025, compared to cash used in financing activities of $0.18 million during the nine months ended September 30, 2024. The reason for the increase was primarily relating to the sale of $1.4 million of Convertible Notes.
Critical Accounting Policies and Estimates
Our significant accounting policies are described in Note 2. BASIS OF PREPARATION OF CONDENSED CONSOLIDATED FINANCIAL STATEMENTS, in the notes to consolidated financial statements included above under “Part I” - “Item 1. Financial Statements”.
We prepare our consolidated financial statements in accordance with GAAP. The preparation of these financial statements requires us to make estimates and assumptions about future events and apply judgments that affect the reported amounts of assets, liabilities, revenue, expense, and related disclosures. We base our estimates, assumptions, and judgments on historical experience, current trends, and various other factors that we believe to be reasonable under the circumstances. The accounting estimates used in the preparation of our consolidated financial statements will change as new events occur, as more experience is acquired, as additional information is obtained, and as our operating environment changes. On a regular basis, we review our accounting policies, estimates, assumptions, and judgments to ensure that our financial statements are presented fairly and in accordance with GAAP. However, because future events and their effects cannot be determined with certainty, actual results could differ from our assumptions and estimates, and such differences could be material. The methods, estimates and judgments that we use in applying our accounting policies have a significant impact on our results of operations.
Critical accounting policies are those policies used in the preparation of our consolidated financial statements that require management to make difficult, subjective, or complex adjustments, and to make estimates about the effect of matters that are inherently uncertain.
There have been no material changes in our critical accounting policies and estimates from those described in the Management’s Discussion and Analysis of Financial Condition and Results of Operations, included in our Annual Report on Form 10-K for the year ended December 31, 2024, filed with the SEC on March 27, 2025.
Business Combinations:
The Company accounts for business combinations under the provisions of Accounting Standards Codification (ASC) 805, Business Combinations, which requires business combinations under the common control method. Under the common control method, we recognize the business combination by combining the historical carrying amounts of the assets, liabilities, and equity of the combining entities as of the date of combination. The financial statements reflect the assumption that the combining entities have been operating as a single economic entity throughout the period of common control. No fair value adjustments are made to the carrying amounts of the combining entities’ assets, liabilities, and equity, as the transaction is considered a transfer of ownership interests between entities under common control. Acquisition-related expenses are recognized separately from the business combinations and are expensed as incurred.
Off-Balance Sheet Arrangements
As of September 30, 2025, and December 31, 2024, we did not have any relationships with unconsolidated entities or financial partnerships, such as entities often referred to as structured finance or special-purpose entities, which would have been established for the purpose of facilitating off-balance sheet arrangements or other contractually narrow or limited purposes.
| 47 |
| Table of Contents |
Contractual Obligations and Commitments
We have contractual obligations under our financing arrangements. We also maintain operating leases for office premises. We were in compliance with all debt covenants as of September 30, 2025 and December 31, 2024.
Item 3. Quantitative and Qualitative Disclosures about Market Risk
We are a smaller reporting company as defined by 17 C.F.R. 229.10(f)(1) and are not required to provide information under this item, pursuant to Item 305(e) of Regulation S- K.
Item 4. Controls and Procedures
Evaluation of Disclosure Controls and Procedures
We have established and maintain a system of disclosure controls and procedures that are designed to provide reasonable assurance that information required to be disclosed in our reports filed with the SEC pursuant to the Exchange Act, is recorded, processed, summarized and reported within the time periods specified in the rules and forms of the Commission and that such information is accumulated and communicated to our management, including our Chief Executive Officer (CEO) and Chief Financial Officer (CFO), as appropriate, to allow timely decisions regarding required disclosures.
Management, with the participation of our CEO and CFO, evaluated the effectiveness of the design and operation of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) of the Exchange Act) as of the end of the period covered by this report. As of September 30, 2025, based on the evaluation of these disclosure controls and procedures, and in light of the material weakness we found in our internal controls over financial reporting as of December 31, 2024 (as described in greater detail in our Annual Report on Form 10-K for the year ended December 31, 2024, as filed with the SEC on March 27, 2025), our CEO and CFO have concluded that our disclosure controls and procedures were not effective to provide reasonable assurance that information required to be disclosed in our reports filed with the Securities and Exchange Commission pursuant to the Exchange Act, is recorded, processed, summarized and reported within the time periods specified in the rules and forms of the Commission and that such information is accumulated and communicated to our management, including our CEO and CFO, as appropriate, to allow timely decisions regarding required disclosures.
Inherent Limitations over Internal Controls
Management, including the Company’s Chief Executive Officer and Chief Financial Officer, does not expect that the Company’s internal controls will prevent or detect all errors and all fraud. A control system, no matter how well designed and operated, can provide only reasonable, not absolute, assurance that the objectives of the control system are met. Further, the design of a control system must reflect the fact that there are resource constraints, and the benefits of controls must be considered relative to their costs. Because of the inherent limitations in all control systems, no evaluation of internal controls can provide absolute assurance that all control issues and instances of fraud, if any, have been detected. Also, any evaluation of the effectiveness of controls in future periods are subject to the risk that those internal controls may become inadequate because of changes in business conditions, or that the degree of compliance with the policies or procedures may deteriorate.
Changes in Internal Control Over Financial Reporting
There have been no changes in our internal controls over financial reporting that occurred during the three months ended September 30, 2025 that have materially or are reasonably likely to materially affect, our internal controls over financial reporting.
| 48 |
| Table of Contents |
Part II. Other Information
Item 1. Legal Proceedings
From time to time, we are party to litigation or other legal proceedings that we consider to be a part of the ordinary course of our business.
Such current litigation or other legal proceedings are described in, and incorporated by reference in, this “Item 1. Legal Proceedings” of this Form 10-Q from, “Part I” - “Item 1. Financial Statements” in the Notes to Consolidated Financial Statements in “Note 19. Commitments and Contingencies”. The Company believes that the resolution of currently pending matters will not individually or in the aggregate have a material adverse effect on our financial condition or results of operations. However, assessment of the current litigation or other legal claims could change in light of the discovery of facts not presently known to the Company or by judges, juries or other finders of fact, which are not in accord with management’s evaluation of the possible liability or outcome of such litigation or claims.
Additionally, the outcome of litigation is inherently uncertain. If one or more legal matters were resolved against the Company in a reporting period for amounts in excess of management’s expectations, the Company’s financial condition and operating results for that reporting period could be materially adversely affected.
Item 1A. Risk Factors
In addition to the other information set forth in this Quarterly Report on Form 10-Q, you should carefully consider the factors discussed in Part I— Item 1A. “Risk Factors” in our Annual Report on Form 10-K for the year ended December 31, 2024, as filed with the SEC on March 27, 2025 and below, which could materially affect our business, financial condition and/or future results. The risks described in our Annual Report on Form 10-K and below are not the only risks facing us. Additional risks and uncertainties not currently known to us or that we currently deem to be immaterial may also materially adversely affect our business, financial condition, cash flows and/or future results.
The risk factors below which we have marked with an asterisk (*) reflect substantive changes from, or additions to, the risks described in our Annual Report on Form 10-K for the year ended December 31, 2024.
Our telecom revenue performance can be unpredictable by nature, as a large majority of our customers have not entered into long-term fixed contracts with us.(*)
Our primary source of telecom revenue comes from prepaid customers, who are not required to enter into long-term fixed contracts, and we cannot be certain that these customers will continue to use our services and at the usage levels we expect. A significant portion of our telecom revenue, approximately 83% as of the date of this Report, comes from telecom operators and significant corporate clients that are provided connectivity services by WorldCALL Public on its fiber optic network, which are required to enter into long-term fixed contracts.
Our primary source of telecom revenue comes from prepaid customers, who are not required to enter into long-term fixed contracts, and we cannot be certain that these customers will continue to use our services and at the usage levels we expect. Prepaid customers are billed in advance of service delivery, as payments are received upfront before the services are rendered. Prepaid customers are Individual households who subscribe to the Company’s data and cable TV services, without entering into long-term fixed contracts. Invoices for these customers are issued at the beginning of each month, and the arrangements are short-term in nature. A significant portion of our telecom revenue, approximately 84% as of the date of this Report, comes from telecom operators and significant corporate clients that are provided connectivity services by WorldCALL Public on its fiber optic network, which are required to enter into long-term fixed contracts.
WorldCALL Public enters into maintenance service contracts with customers which provide for quarterly maintenance payments to be paid to WorldCALL Public to maintain fiber optic cables. Services to these telecom operators and significant corporate clients are on a postpaid basis, where services are delivered first, and the customers are then invoiced in accordance with the agreed billing cycles stipulated in their respective contracts. Such contracts establish a longer-term relationship and recurring revenue stream for the Company, as compared to the relatively short-term arrangements with prepaid customers who have no fixed contracts. These contracts typically have a term of 20 years, provide for the customer to pay quarterly maintenance payments, provides for the right of either party to terminate the agreement with 60 days’ notice upon a breach of the agreement, if not cured in such period, allows for termination if the counterparty becomes insolvent, goes into liquidation (other than for restructuring), has a receiver or administrator appointed, makes arrangements with creditors, has assets seized, or stops business in a way that affects the other party’s rights. In addition, the customer can end the agreement at any time by giving 90 days’ written notice for any reason or no reason. In that case, WorldCALL Public must refund any unused advance payments made by the customer within 30 days after the notice period ends.
Revenue from postpaid customers represents a small percentage of our total operating revenue, and such customers can cancel our postpaid contracts with limited advance notice and without significant penalty. Furthermore, as we incur costs based on our expectations of future revenue, the sudden loss of a large number of customers or a failure to accurately predict revenue in a given market could harm our business, financial condition, results of operations, cash flows, or prospects.
| 49 |
| Table of Contents |
We need additional capital which may not be available on commercially acceptable terms, if at all, and a risk exists whether or not WorldCALL Public can continue as a going concern.(*)
We need additional capital to support our operations and to undertake our business plan. We may also require additional funding in the future to support our operations or complete acquisitions. The most likely source of future funds presently available to us will be through the sale of equity capital or debt. Any sale of share capital will result in dilution to existing stockholders. The principal amount of our debt as of September 30, 2025, was $6.65 million, consisting of $4.22 million of Term Finance Certificates (TFC), and long-term and short-term borrowings of $2.43 million, of which $4.29 million is currently in default, provided that none of the lenders have served us notice of default of such amounts to date. In addition to these borrowings, we also have lease liabilities amounting to $0.81 million. Furthermore, we may incur additional debt in the future, and may not have sufficient funds to repay our indebtedness, jeopardizing our business viability. We also borrowed $1.4 million from certain investors and issued those investors the Convertible Notes.
The Company incurred net losses of $3.0 million, $3.1 million, $0.7 million, and $0.5 million, for the nine months ended September 30, 2025 and 2024, and the three months ended September 30, 2025 and 2024, respectively, and $2.9 million during the year ended December 31, 2024 and $8.3 million during the year ended December 31, 2023. The Company had a working capital deficit of $25.66 million as of September 30, 2025 and $25.11 million as of December 31, 2024.
Additionally, WorldCALL Public has incurred recurring losses from operations, has overdue borrowings, and is dependent on continued financial support from its shareholders, including the Company, to meet its obligations. These conditions raise substantial doubt about WorldCALL Public’s ability to continue as a going concern.
These conditions, along with other factors like contingencies and commitments, indicate the existence of material uncertainties that cast significant doubt about the Company’s and WorldCALL Public’s ability to continue as a going concern and therefore, each may be unable to realize its assets and discharge its liabilities in the normal course of business.
We and WorldCALL Public may not be able to borrow or raise additional capital in the future to meet our or its needs or to otherwise provide the capital necessary to expand our or its operations and business, which might result in the value of our securities decreasing in value or becoming worthless. Additional financing may not be available to us or WorldCALL Public on terms that are acceptable. Consequently, we and WorldCALL Public may not be able to proceed with our/its intended business plans. Obtaining additional financing contains risks, including:
| · | additional equity financing may not be available to us or WorldCALL Public on satisfactory terms and any equity we or WorldCALL Public are able to issue could lead to dilution for current stockholders; |
|
|
|
| · | loans or other debt instruments may have terms and/or conditions, such as interest rate, restrictive covenants and control or revocation provisions, which are not acceptable to management or our directors; |
|
|
|
| · | the current environment in capital markets combined with our capital constraints may prevent us or WorldCALL Public from being able to obtain adequate debt financing; and |
|
|
|
| · | if we or WorldCALL Public fail to obtain required additional financing to commercialize our or its planned products and grow our or its business, we and WorldCALL Public would need to delay or scale back our and WorldCALL Public’s business plan, reduce our and WorldCALL Public’s operating costs, or delay product launches, each of which would have a material adverse effect on our and WorldCALL Public’s business, future prospects, and financial condition. |
| 50 |
| Table of Contents |
Our substantial amounts of indebtedness, a significant portion of which is in default, and debt service obligations could materially decrease our cash flow, which could adversely affect our business and financial condition.(*)
We have substantial amounts of indebtedness and debt service obligations. The principal amount of our debt as of September 30, 2025, was $6.65 million, consisting of $4.22 million of Term Finance Certificates (TFC), and long-term and short-term borrowings of $2.43 million, of which $4.29 million is currently in default, provided that none of the lenders have served us notice of default of such amounts to date. In addition to these borrowings, we also have lease liabilities amounting to $0.81 million. We also borrowed $1.4 million from certain investors and issued those investors the Convertible Notes.
Some of the agreements under which we borrow funds contain covenants or provisions that impose certain operating and financial restrictions on us, including balance sheet solvency, such as levels or ratios of earnings, debt, equity, and assets and may prevent us or our subsidiaries from incurring additional debt. In addition, capital controls and other restrictions, asset freezes, including limitations on the payment of dividends or international funds transfers, may be imposed in Pakistan, along with punitive taxes and penalties targeted at certain foreign entities which may also impact our liquidity or ability to comply with certain ratios. For example the Third Supplemental Trust Deed entered into by and between WorldCALL Public and trustee named therein, dated September 27, 2018 (the “Third Supplemental Trust Deed”), includes a restriction on the payment of dividends, which prohibits WorldCALL Public from declaring any dividends until all Term Finance Certificates have been paid in full, without the prior written consent of the trustee, and subject to certain other requirements, including WorldCALL Public continuing to meet certain debt service ratios and no event of default having occurred under the Third Supplemental Trust Deed. Involuntary deconsolidation of our Pakistan operations or both would also make it more difficult or impossible to comply with certain of these ratios. Failure to comply with these covenants or provisions, certain of which are already in default, may result in a default or continued defaults, which could increase the cost of securing additional capital, lead to accelerated repayment of our indebtedness (provided that no such indebtedness have been accelerated to date) or result in the loss of any assets that secure the defaulted indebtedness or to which our creditors otherwise have recourse. Such an acceleration of the obligations under one or more of these agreements (including as a result of cross-default or cross-acceleration) could have a material adverse effect on our business, financial condition, results of operations or prospects, and in particular on our liquidity and our shareholders’ equity. In addition, covenants in certain of our debt agreements could restrict our liquidity and our ability to expand or finance our future operations. Additionally, because of our substantial amounts of indebtedness and the limits imposed by our debt obligations, our business could suffer significant negative consequences, such as the need to dedicate a substantial portion of our cash flows from operations to the repayment of our debt, thereby reducing funds available for paying dividends, working capital, capital expenditures, acquisitions, joint ventures and other purposes necessary for us to maintain our competitive position, flexibility, and resiliency in the face of general adverse economic or industry conditions.
Our debt, a significant portion of which is in default, is secured by security interests.(*)
We have significant amounts of debt. The principal amount of our debt as of September 30, 2025, was $6.65 million, consisting of $4.22 million of Term Finance Certificates (TFC), and long-term and short-term borrowings of $2.43 million, of which $4.29 million is currently in default, provided that none of the lenders have served us notice of default of such amounts to date. In addition to these borrowings, we also have lease liabilities amounting to $0.81 million. We also borrowed $1.4 million from certain investors and issued those investors the Convertible Notes. Certain of these debt facilities are secured by substantially all of our assets and a pledge of the securities of our subsidiaries, and require significant cash to fund principal and interest payments. In the past we have not paid certain amounts of our debt, including under certain term finance certificates. As a result of the above, our creditors, under our secured debt, a significant portion of which is already in default, may enforce their security interests over our assets and/or our subsidiaries which secure such obligations, may take control of our assets and operations, force us to seek bankruptcy protection, or force us to curtail or abandon our current business plans and operations. If that were to happen, any investment in the Company (including, but not limited to, any investment in our common stock) could become worthless.
| 51 |
| Table of Contents |
Our telecom revenue performance can be unpredictable by nature, as a large majority of our customers have not entered into long-term fixed contracts with us.(*)
Our primary source of telecom revenue comes from prepaid customers, who are not required to enter into long-term fixed contracts, and we cannot be certain that these customers will continue to use our services and at the usage levels we expect. Prepaid customers are individual households who subscribe to the Company’s data and cable TV services, without entering into long-term fixed contracts. Invoices for these customers are issued at the beginning of each month, and the arrangements are short-term in nature. A significant portion of our telecom revenue, approximately 84% as of the date of this Report, comes from telecom operators and significant corporate clients that are provided connectivity services by WorldCALL Public on its fiber optic network, which are required to enter into long-term fixed contracts. WorldCALL Public enters into maintenance service contracts with customers which provide for quarterly maintenance payments to be paid to WorldCALL Public to maintain fiber optic cables. Services to these telecom operators and significant corporate clients are on a postpaid basis, where services are delivered first, and the customers are then invoiced in accordance with the agreed billing cycles stipulated in their respective contracts. Such contracts establish a longer-term relationship and recurring revenue stream for the Company, as compared to the relatively short-term arrangements with prepaid customers who have no fixed contracts. These contracts typically have a term of 20 years, provide for the customer to pay quarterly maintenance payments, provide for the right of either party to terminate the agreement with 60 days’ notice upon a breach of the agreement, if not cured in such period, allow for termination if the counterparty becomes insolvent, goes into liquidation (other than for restructuring), has a receiver or administrator appointed, makes arrangements with creditors, has assets seized, or stops business in a way that affects the other party’s rights. In addition, the customer can end the agreement at any time by giving 90 days’ written notice for any reason or no reason. In that case, WorldCALL Public must refund any unused advance payments made by the customer within 30 days after the notice period ends.
Revenue from postpaid customers represents a small percentage of our total operating revenue, and such customers can cancel our postpaid contracts with limited advance notice and without significant penalty. Furthermore, as we incur costs based on our expectations of future revenue, the sudden loss of a large number of customers or a failure to accurately predict revenue in a given market could harm our business, financial condition, results of operations, cash flows, or prospects.
We depend significantly upon the continued involvement of our present management. (*)
We depend to a significant degree upon the involvement of our management, specifically, Dana Green, our Chief Executive Officer, and Director, who devotes full-time service to us, Frank R. Parrish, III, our President, who does not work on a full-time basis, and Muhammad Azhar Saeed, our Chief Financial Officer who devotes full-time service to us. Our performance and success are dependent to a large extent on the efforts and continued employment of Mr. Green and Mr. Saeed. We do not believe that Mr. Green, Mr. Parrish or Mr. Saeed could be quickly replaced with personnel of equal experience and capabilities, and their successor(s) may not be as effective. If Mr. Green, Mr. Parrish or Mr. Saeed, or any of our other key personnel resign or become unable to continue in their present roles and if they are not adequately replaced, our business operations could be adversely affected. We do not maintain key man life insurance on Mr. Green, Mr. Parrish, Mr. Saeed, or any of our other officers. Should we lose the services of Mr. Green, Mr. Parrish, or Mr. Saeed, and we are unable to replace their services with equally competent and experienced personnel, our operational goals and strategies may be adversely affected, which will negatively affect our potential revenues.
| 52 |
| Table of Contents |
We also have an active board of directors that meets several times throughout the year and is intimately involved in our business and the determination of our operational strategies. Members of our board of directors work closely with management. If any of our directors resign or become unable to continue in their present role, it may be difficult to find replacements with the same knowledge and experience and as a result, our operations may be adversely affected.
We rely on our management and if they were to not devote sufficient time to our company, our business plan could be adversely affected.(*)
As discussed above, we are largely dependent upon the personal efforts and abilities of our existing management, including Mr. Green, Mr. Parrish and Mr. Saeed, each of whom plays an active role in our operations. If such executive officers do not devote sufficient time towards our business, we may not be able to effectuate our business plan, which would have an adverse effect on our financial conditions and results of operations.
Potential or actual conflicts of interest could arise for certain members of our management team that hold management positions with certain of our subsidiaries.(*)
Our officers and directors, including Muhammed Azhar Saeed, our Chief Financial Officer, hold various other directorship and/or management positions with WorldCALL Public, WorldCall Private and FZC. Additionally, our Chief Executive Officer, Dana Green, holds a 10% interest, and formerly served as Vice President of, Satview Broadband Ltd, a cable TV and Broadband company. Mr. Parrish also has other business interests, including real estate, assurance and advisory, corporate, etc.
These other business interests and ownership interests may create a conflict with our interests and those of our minority stockholders. We could compete with our officers and directors’ other business interests for investment capital, technical resources, management time, key personnel and other opportunities; however, we believe those positions and the various other positions our management and board members hold, and any ownership interests held by such persons in companies in our industry, will not conflict with their roles or responsibilities with our company. If any of these companies enter into one or more transactions with our company, or if the officers’ or directors’ position with any such company requires significantly more time than currently anticipated, potential conflicts of interests could arise from the officers or directors performing services for us and these other entities.
Such involvement by management and members of our Board in other businesses (including with our subsidiaries) may present an actual or perceived conflict of interest regarding decisions such persons make for us, or such counterparties, or with respect to the amount of time available for us. Such conflicts of interest could result in a material adverse effect on our prospects or operations, transactions and agreements, and require the conflicted officers and/or members of our Board to recuse themself from Board decisions. Such conflicts of interest could also lead to future stockholder litigation against such conflicted officers and directors and/or the Company, which could force us to expend significant resources defending and could result in material damages being required to be paid by the Company.
We plan to require independent director approval of any related party transactions affecting our officers, directors, or majority stockholders, to the extent not entered into on arms-length terms.
The issuance of common stock upon conversion of our Convertible Notes will cause immediate and substantial dilution to existing shareholders.(*)
On September 2, 2025, the Company entered into two Subscription Agreements with two accredited investors, pursuant to which the investors purchased in aggregate $1,400,000 of Convertible Notes. The Convertible Notes do not accrue interest unless and until an event of default occurs. Upon the occurrence of an event of default, the amount due under the Convertible Notes bears interest at five percent (5%) per annum, until repaid in full. Any accrued interest, if applicable, is payable on the maturity date or upon conversion of the Convertible Notes, as discussed below. The Convertible Notes are due and payable, unless earlier converted into common stock as discussed below, on September 2, 2027.
| 53 |
| Table of Contents |
The Convertible Notes provide for the automatic conversion of the outstanding principal balance thereof, together with any accrued and unpaid interest, into shares of the Company’s common stock immediately prior to the consummation by the Company of an initial public offering which results in the Company’s common stock being traded on a recognized U.S. securities trading market or exchange, including, but not limited to the Nasdaq Capital Market, Nasdaq Global Market or NYSE American (the “IPO”). The conversion price per share will equal 85% of the per share price to the public in the IPO offering (or, if applicable, 85% of the deemed price of a unit including common stock). The Convertible Notes include customary provisions related to stock splits, combinations, or similar events that proportionately adjust the conversion price.
The issuance of common stock upon conversion of the Convertible Notes will result in immediate and substantial dilution to the interests of other stockholders. The availability of shares of common stock upon conversion of the Convertible Notes for public resale, as well as any actual resales of these shares, could adversely affect the trading price of our common stock. We cannot predict the effect, if any, that future issuances and sales of shares of our common stock may have on the market price of our common stock. Sales or distributions of substantial amounts of our common stock upon the conversion of our Convertible Notes, or the perception that such sales could occur, may cause the market price of our common stock to decline.
In addition, the common stock issuable upon the conversion of our Convertible Notes may represent overhang that may also adversely affect the market price of our common stock. Overhang occurs when there is a greater supply of a company’s stock in the market than there is demand for that stock. When this happens the price of our stock will decrease, and any additional shares which stockholders attempt to sell in the market will only further decrease the share price. If the share volume of our common stock cannot absorb shares sold by holders of the Convertible Notes, then the value of our common stock will likely decrease.
We anticipate effecting a reverse stock split of our outstanding common stock in the future.(*)
We expect that the Reverse Stock Split will increase the market price of our common stock while our stock is trading and enable us to meet the minimum market price requirement of the listing rules of the Nasdaq Capital Market, of which there can be no assurance. However, the effect of a reverse stock split upon the market price of our common stock cannot be predicted with certainty, and the results of reverse stock splits by companies in similar circumstances have been varied. It is possible that the market price of our common stock following the reverse stock split will not increase sufficiently for us to be in compliance with the minimum market price requirement of the Nasdaq Capital Market, or if it does, that such price will not be sustained long enough for us to meet the initial listing standards of Nasdaq. If we are unable to meet the minimum market price requirement, we may be unable to list our shares on the NASDAQ Capital Market.
Even if the Reverse Stock Split achieves the requisite increase in the market price of our common stock, there can be no assurance that we will be approved for listing on the Nasdaq Capital Market or able to comply with other continued listing standards of the Nasdaq Capital Market.(*)
Even if the market price of our common stock increases sufficiently so that we comply with the minimum market price requirement, we cannot assure you that we will be able to comply with the other standards that we are required to meet in order to be approved for listing on the Nasdaq Capital Market or maintain a listing of our common stock on the Nasdaq Capital Market.
| 54 |
| Table of Contents |
The 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 the Reverse Stock Split given the reduced number of shares that will be outstanding following the Reverse Stock Split. In addition, the Reverse Stock Split may increase the number of stockholders who own odd lots (less than 100 shares) of our common stock, creating the potential for such stockholders to experience an increase in the cost of selling their shares and greater difficulty affecting such sales.
Our Reverse Stock Split may not result in a proportional increase in the per share price of our common stock.(*)
We plan to affect a Reverse Stock Split of our common stock subject to FINRA approval, with the primary intent of increasing the price of our common stock in order to gain compliance with the Nasdaq bid price requirement. The effect of the Reverse Stock Split on the market price for our common stock cannot be accurately predicted. In particular, we cannot assure you that the proportionate increase in the prices of our common stock immediately after the Reverse Stock Split from the prices for shares of our common stock immediately before the Reverse Stock Split will be maintained for us to regain compliance with the Nasdaq bid price requirement or that the such market prices will be maintained for a substantial period of time. It is not uncommon for the market price of a company’s common stock to decline in the period following a Reverse Stock Split. If the market price of our common stock declines following the Reverse Stock Split, the percentage decline may be greater than would occur in the absence of a Reverse Stock Split. The market price of our common stock may also be affected by other factors which may be unrelated to the Reverse Stock Split or the number of shares outstanding.
Moreover, because some investors may view the Reverse Stock Split negatively, we cannot assure you that the Reverse Stock Split will not adversely impact the market price of our common stock. Accordingly, our total market capitalization after the Reverse Stock Split may be lower than the market capitalization before the Reverse Stock Split.
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
Recent Sales of Unregistered Securities
There have been no sales of unregistered securities during the quarter ended September 30, 2025, which have not previously been disclosed in a Current Report on Form 8-K.
Use of Proceeds from Sale of Registered Securities
None.
Purchases of Equity Securities by the Issuer and Affiliate Purchasers
None.
Item 3. Defaults Upon Senior Securities
Not applicable.
Item 4. Mine Safety Disclosures
Not applicable.
Item 5. Other Information
Rule 10b5-1 Trading Plans. Our directors and executive officers may from time to time enter into plans or other arrangements for the purchase or sale of our shares that are intended to satisfy the affirmative defense conditions of Rule 10b5-1(c) or may represent a non-Rule 10b5-1 trading arrangement under the Exchange Act. During the quarter ended September 30, 2025, none of the Company’s
| 55 |
| Table of Contents |
Item 6. Exhibits
Exhibit Number |
| Exhibit Description | |
|
| ||
4.1 | Form of Convertible Promissory Note – Convertible Note Offering (September 2025 Private Convertible Note Offering) (Filed as Exhibit 4.1 to the Current Report on Form 8-K filed by the Company with the Securities and Exchange Commission on September 8, 2025, and incorporated by reference herein) | ||
| |||
10.1 |
| Core Engine Acquisition Agreement dated April 7, 2025, by and between CricksLab L.L.C-FZ and GlobalTech Corporation (Filed as Exhibit 10.1 to the Current Report on Form 8-K filed by the Company with the Securities and Exchange Commission on April 11, 2025, and incorporated by reference herein) | |
|
|
| |
10.2 | Form of Common Stock Subscription Agreement – Convertible Note Offering (September 2025 Private Convertible Note Offering) (Filed as Exhibit 10.1 to the Current Report on Form 8-K filed by the Company with the Securities and Exchange Commission on September 8, 2025, and incorporated by reference herein) | ||
| |||
10.3♦ | Consulting Agreement dated September 1, 2025, by and between GlobalTech Corporation and FPIS Consulting LLC (Filed as Exhibit 10.1 to the Current Report on Form 8-K filed by the Company with the Securities and Exchange Commission on September 25, 2025, and incorporated by reference herein) | ||
| |||
31.1 |
| Certification of the Company’s Chief Executive Officer pursuant to Rules 13a-14(a)/15d-14(a), of the Securities Exchange Act of 1934, as amended. | |
|
|
| |
31.2 |
| Certification of the Company’s Chief Financial Officer pursuant to Rules 13a-14(a)/15d-14(a), of the Securities Exchange Act of 1934, as amended. | |
|
|
| |
32.1 * |
| Certification of the Company’s Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. | |
|
|
| |
32.2 * |
| Certification of the Company’s Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. | |
|
|
| |
101.INS |
| Inline XBRL Instance | |
|
|
| |
101.SCH |
| Inline XBRL Taxonomy Extension Schema | |
|
|
| |
101.CAL |
| Inline XBRL Taxonomy Extension Calculation Linkbase | |
|
|
| |
101.LAB |
| Inline XBRL Taxonomy Extension Label Linkbase | |
|
|
| |
101.PRE |
| Inline XBRL Taxonomy Extension Presentation Linkbase | |
|
|
| |
101.DEF |
| Inline XBRL Taxonomy Extension Definition Linkbase | |
|
|
| |
104 |
| Cover Page Interactive Data File (embedded within the Inline XBRL document) | |
*The certifications on Exhibit 32 hereto are not deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liability of that Section. Such certifications will not be deemed incorporated by reference into any filing under the Securities Act or the Exchange Act.
♦ Indicates management contract or compensatory plan or arrangement.
| 56 |
| Table of Contents |
SIGNATURES
Pursuant 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.
| GLOBALTECH CORPORATION | ||
|
|
|
|
Dated: November 12, 2025 | By: | /s/ Dana Green | |
|
| Dana Green |
|
|
| Chief Executive Officer and Director |
|
|
| (Principal Executive Officer) |
|
Dated: November 12, 2025 | By: | /s/ Muhammad Azhar Saeed, FCA | |
|
| Muhammad Azhar Saeed, FCA |
|
|
| Chief Financial Officer |
|
|
| (Principal Financial/Accounting Officer) |
|
| 57 |
FAQ
What were GLTK’s Q3 2025 revenues and net loss?
How did GlobalTech’s nine-month 2025 results compare to last year?
What is GLTK’s cash position as of September 30, 2025?
How many GLTK shares were outstanding recently?
Did GlobalTech raise financing during the period?
What changed in GLTK’s equity during Q3 2025?
What are GLTK’s total assets and liabilities?
