UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM
For the ended
or
For the transition period from ________ to ________
Commission File No.
(formerly
(Name of small business issuer in its charter)
(State or other jurisdiction of incorporation or organization) |
(I.R.S. Employer Identification No.) |
(
(
(
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☐
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 and post 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, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer”, “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
Large accelerated filer |
☐ |
Accelerated filer |
☐ |
☒ |
Smaller reporting company |
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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. ☐
1
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 issuer’s classes of common equity, as of the latest practicable date: As of the date of this report, the Company had
2
Special Note Regarding Forward-Looking Statements
This Quarterly Report on Form 10-Q, including “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in Item 2 of Part I of this report, includes forward-looking statements. These statements involve known and unknown risks, uncertainties and other factors that may cause our actual results, levels of activity, performance or achievements to be materially different from any future results, levels of activity, performance, or achievements expressed or implied by forward-looking statements.
Forward-looking statements can be identified by words such as “may,” “expects,” “plans,” “anticipates,” “believes,” “estimates,” “intends” or “continue.” Actual results may differ materially because of factors the Company cannot predict or control, including the outcome of the proceedings described in this report and the implementation of the Court’s Order of August 11, 2026. The Company undertakes no obligation to update forward-looking statements except as required by law.
Explanatory Note
This Quarterly Report on Form 10-Q is filed after its due date, on behalf of the Company by Jacob Sherman, appointed successor custodian by the Eighth Judicial District Court of Clark County, Nevada (the “Court”) on October 6, 2026 and authorized by its order of October 12, 2026 to act as principal executive officer and principal financial officer for the Company’s Exchange Act reports. The Company has no directors or officers. The custodian held no position with the Company during the period covered by this report and has relied on the records delivered to him.
On August 11, 2026 the Court entered an order (the “Order”, Exhibit 99.1) that removed the former custodian, declared void a series of transactions between the Company and entities he controlled, cancelled the related shares, rescinded the 1-for-1,200 reverse stock split of January 20, 2026 and allowed a creditor claim. The Company’s previously issued financial statements for 2019 through the quarter ended March 31, 2026 should no longer be relied upon; the comparative periods in this report are restated (Note 2).
The consolidated financial statements in this report have been reviewed by
3
TABLE OF CONTENTS
PART I – FINANCIAL INFORMATION |
|
Item 1. |
Financial Statements |
|
Condensed Consolidated Balance Sheets (unaudited) |
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Condensed Consolidated Statements of Operations (unaudited) |
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Condensed Consolidated Statements of Cash Flows (unaudited) |
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Condensed Consolidated Statements of Stockholders’ Equity (Deficit) (unaudited) |
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Notes to Condensed Consolidated Financial Statements (unaudited) |
Item 2. |
Management’s Discussion and Analysis of Financial Condition and Results of Operations |
Item 3. |
Quantitative and Qualitative Disclosures about Market Risk |
Item 4. |
Controls and Procedures |
PART II – OTHER INFORMATION |
|
Item 1. |
Legal Proceedings |
Item 1A. |
Risk Factors |
Item 2. |
Unregistered Sales of Equity Securities and Use of Proceeds |
Item 3. |
Defaults Upon Senior Securities |
Item 4. |
Mine Safety Disclosures |
Item 5. |
Other Information |
Item 6. |
Exhibits |
Signatures |
|
4
PART I – FINANCIAL INFORMATION
Item 1. Financial Statements
5
GLOBALTEK VENTURES, INC.
(formerly known as AMERITEK VENTURES, INC.)
_______________________
Consolidated Financial Statements
Unaudited Quarterly Report
For the Six Months Ending
June 30, 2026
and as of December 31, 2025 (as restated)
CURRENT INFORMATION REGARDING
GLOBALTEK VENTURES, INC.
(formerly known as AMERITEK VENTURES, INC.)
The following information is furnished to assist with "due diligence" compliance. The information is furnished pursuant to Rule 15c2-11 promulgated by the Securities and Exchange Commission under the Securities Exchange Act of 1934, as amended: The items and attachments generally follow the format set forth in Rule 15c2-11.
6
GLOBALTEK VENTURES, INC.
(formerly known as AMERITEK VENTURES, INC.)
UNAUDITED CONSOLIDATED BALANCE SHEETS
As of June 30, 2026 and December 31, 2025
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June 30, 2026 |
December 31, 2025 (as restated – Note 2) |
ASSETS |
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Current assets: |
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Cash |
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Other current assets |
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Total current assets |
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Long-term assets: |
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Property and equipment, net (Note 5) |
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Franchise and development rights, net (Note 8) |
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Total long-term assets |
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Total assets |
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LIABILITIES AND STOCKHOLDERS’ EQUITY (DEFICIT) |
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Current liabilities: |
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Accounts payable |
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Accrued interest and expenses |
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Short-term debt (Note 10) |
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Short-term advances from affiliates (Note 12) |
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Amount due to Meridian Pacific Holdings, LLC (Note 10) |
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Security deposit payable |
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Total current liabilities |
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Long-term liabilities: |
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Long-term debt (Note 10) |
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Total long-term liabilities |
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Total liabilities |
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Stockholders’ equity (deficit) (Note 11): |
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Preferred stock Series A, $ |
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Preferred stock Series B, $ |
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Preferred stock Series C, $ |
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Preferred stock Series D, $ |
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Preferred stock Series E, $ |
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Common stock, $ |
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Additional paid-in capital* |
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Common control adjustment account |
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Accumulated surplus (deficit) |
( |
( |
Total stockholders’ equity (deficit) |
( |
( |
Total liabilities and stockholders’ equity (deficit) |
The accompanying notes are an integral part of these unaudited consolidated financial statements.
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For GLOBALTEK VENTURES, INC. (formerly known as AMERITEK VENTURES, INC.) |
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Approved on behalf of the Company |
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Jacob Sherman, Successor Custodian (Principal Executive Officer and Principal Financial Officer) |
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Date: October 21, 2026 Place: Chicago, Illinois, United States of America |
7
GLOBALTEK VENTURES, INC.
(formerly known as AMERITEK VENTURES, INC.)
UNAUDITED CONSOLIDATED STATEMENTS OF OPERATIONS
For the Three and Six Months Ended
June 30, 2026 and June 30, 2025
|
Three months ended June 30, 2026 |
Three months ended June 30, 2025 (as restated) |
Six months ended June 30, 2026 |
Six months ended June 30, 2025 (as restated) |
Revenue |
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General and administrative expenses: |
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General and administrative |
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Stock-based compensation |
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Depreciation and amortization |
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Total operating expenses |
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Operating income (loss) |
( |
( |
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Other income (expense): |
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Interest expense |
( |
( |
( |
( |
Net income (loss) |
( |
( |
( |
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Net income (loss) per common share: |
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Basic |
( |
( |
( |
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Diluted |
( |
( |
( |
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Shares used in computing earnings (loss) per share*: |
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Basic |
||||
Diluted |
The accompanying notes are an integral part of these unaudited consolidated financial statements.
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For GLOBALTEK VENTURES, INC. (formerly known as AMERITEK VENTURES, INC.) |
|
Approved on behalf of the Company |
|
|
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Jacob Sherman, Successor Custodian (Principal Executive Officer and Principal Financial Officer) |
|
Date: October 21, 2026 Place: Chicago, Illinois, United States of America |
8
GLOBALTEK VENTURES, INC.
(formerly known as AMERITEK VENTURES, INC.)
UNAUDITED CONSOLIDATED STATEMENTS OF CASH FLOWS
For the Six Months Ended
June 30, 2026 and June 30, 2025
|
Six months ended June 30, 2026 |
Six months ended June 30, 2025 (as restated) |
Cash flows from operating activities: |
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Net income (loss) |
( |
( |
Adjustments to reconcile net loss to net cash used in operating activities: |
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Amortization and depreciation |
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Share-based legal and professional expense (Maxim) |
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Interest added to principal – Cloud Builder, Inc. note |
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Changes in operating assets and liabilities: |
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Other current assets |
( |
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Accounts payable |
( |
( |
Security deposit payable |
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Accrued interest and expenses |
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Accrued interest and late charge – Meridian |
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Short-term advances from affiliates |
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Net cash (used in) provided by operating activities |
( |
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Cash flows from investing activities: |
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Purchase of real estate |
( |
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Net cash used in investing activities |
( |
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Cash flows from financing activities: |
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Advances from affiliates, net |
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Net cash provided by financing activities |
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Net increase in cash |
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Cash – beginning of the period |
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Cash – end of the period |
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Supplemental cash flow information: |
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Cash paid for interest |
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Cash paid for income taxes |
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Non-cash investing and financing activities: |
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Real estate cost paid directly by Epazz, Inc. and added to advances from affiliates |
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Common stock issued to Maxim Group for services |
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Interest added to the principal of the Cloud Builder, Inc. note |
The accompanying notes are an integral part of these unaudited consolidated financial statements.
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For GLOBALTEK VENTURES, INC. (formerly known as AMERITEK VENTURES, INC.) |
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Approved on behalf of the Company |
|
|
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Jacob Sherman, Successor Custodian (Principal Executive Officer and Principal Financial Officer) |
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Date: October 21, 2026 Place: Chicago, Illinois, United States of America |
9
GLOBALTEK VENTURES, INC.
(formerly known as AMERITEK VENTURES, INC.)
UNAUDITED CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY (DEFICIT)
For the Six Months Ended June 30, 2026 and June 30, 2025
Six months ended June 30, 2026
|
Series A preferred |
Series B preferred |
Series C preferred |
Series D preferred |
Series E preferred |
Common shares* |
Common stock amount* |
Additional paid-in capital* |
Common control adjustment account |
Accumulated surplus (deficit) |
Total stockholders’ equity (deficit) |
Balance, December 31, 2025, as previously reported |
( |
||||||||||
Restatement adjustments (Note 2) |
( |
( |
( |
( |
( |
( |
|||||
Balance, December 31, 2025, as restated |
( |
( |
|||||||||
Net loss, three months ended March 31, 2026 |
– |
( |
( |
||||||||
Balance, March 31, 2026 |
( |
( |
|||||||||
Common stock issued to Maxim Group for services (Note 11) |
|||||||||||
Net loss, three months ended June 30, 2026 |
– |
( |
( |
||||||||
Balance, June 30, 2026 |
( |
( |
Six months ended June 30, 2025 (as restated – Note 2)
|
Series A preferred |
Series B preferred |
Series C preferred |
Series D preferred |
Series E preferred |
Common shares* |
Common stock amount* |
Additional paid-in capital* |
Common control adjustment account |
Accumulated surplus (deficit) |
Total stockholders’ equity (deficit) |
Balance, December 31, 2024, as previously reported |
|||||||||||
Cumulative effect of restatement (Note 2) |
( |
( |
( |
( |
( |
||||||
Balance, December 31, 2024, as restated |
( |
||||||||||
Net loss, three months ended March 31, 2025, as restated |
– |
( |
( |
||||||||
Balance, March 31, 2025, as restated |
( |
||||||||||
Cancellation of common stock – Cloud Builder, Inc. (Note 11) |
( |
( |
|||||||||
Net income, three months ended June 30, 2025, as restated |
– |
||||||||||
Balance, June 30, 2025, as restated |
( |
The accompanying notes are an integral part of these unaudited consolidated financial statements.
|
For GLOBALTEK VENTURES, INC. (formerly known as AMERITEK VENTURES, INC.) |
|
Approved on behalf of the Company |
|
|
|
Jacob Sherman, Successor Custodian (Principal Executive Officer and Principal Financial Officer) |
|
Date: October 21, 2026 Place: Chicago, Illinois, United States of America |
10
GLOBALTEK VENTURES, INC.
(formerly known as AMERITEK VENTURES, INC.)
NOTES TO THE UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
For the Six Months Ended June 30, 2026
1. GENERAL ORGANIZATION AND BUSINESS
GlobalTek Ventures, Inc. (formerly Ameritek Ventures, Inc.; “GlobalTek” or the “Company”) is a Nevada corporation organized in 2010. Its name was changed on
The Company’s only revenue-producing activity is the rental of furnished condominiums in Chicago, Illinois through Chicago Real Estate Partners, LLC, begun in the third quarter of 2025. Its former software business (Ecker Capital, LLC) was sold in October 2024 and Galaxy Batteries, Inc. was purchased in August 2025; both transactions were declared void by the Order (Note 6). Its other subsidiaries (AeroPass, Augumum, CordTell, Equock and WeeBeeO, Inc. of Indiana and DittoMask, Inc. of Wyoming) have no operations. Ecker Capital, LLC is not consolidated because its membership interests have not been returned to the Company.
The Company has had no directors or officers since August 11, 2026. Jacob Sherman, appointed successor custodian on October 6, 2026, is authorized by the Court to act as principal executive and principal financial officer for the Company’s Exchange Act reports (Note 16); he held no position with the Company during the periods presented and prepared these financial statements from the records delivered to him.
Going concern
The accompanying consolidated financial statements have been prepared assuming that the Company will continue as a going concern. As of June 30, 2026, the Company had cash of $
2. COURT ORDER AND RESTATEMENT OF PREVIOUSLY ISSUED FINANCIAL STATEMENTS
Background
Shaun Passley, PhD was appointed custodian of the Company by the Eighth Judicial District Court, Clark County, Nevada (the “Court”) on November 9, 2020 under NRS 78.347 and acted as custodian and sole director and officer until August 11, 2026. On August 11, 2026, after trial of the derivative claims of two creditors and the Company’s claims against them, the Court entered Findings of Fact, Conclusions of Law and Order in Case No. A-20-822695-B (the “Order”, filed as Exhibit 99.1).
11
The Court (i) removed Dr. Passley as custodian, held that he had not been validly appointed as a director or officer (ii) declared void ab initio transactions including the Management Services Agreement with Epazz, Inc., the mergers of Bozki, Inc. and VW Win Century, Inc., the Technology Exclusive License Agreement with ZenaTech, Inc., the Stock Compensation Agreement, the sale of Ecker Capital, LLC, the purchase of Galaxy Batteries, Inc., cancelled the shares issued under them and left the debt assumed under them with the originating party; (iii) rescinded the
Restatement
On August 20, 2026 the Company’s then independent registered public accounting firm advised that its reports for 2019 through the quarter ended March 31, 2026 should no longer be relied upon, and the Company so reported on Form 8-K filed October 15, 2026. The transactions being void from inception, the Company did not acquire the assets, assume the liabilities or issue the shares concerned, and the previously issued financial statements also omitted the Meridian note outstanding since 2017. The comparative amounts are restated under ASC 250 as follows:
Adjustment |
Treatment in these financial statements |
R1 – Ecker Capital sale |
ZenaTech, Inc. shares received as consideration ($ |
R2 – Bozki / VW Win mergers |
Epazz, Inc. notes assumed in the mergers (principal $ |
R3 – Meridian note |
Recognized with accrued interest and late charge (Note 10). |
R4 – Equity |
Shares issued for Galaxy Batteries ( |
R6 – Management fees |
Fees of $ |
The Order has not yet been implemented on the transfer agent’s register, which continues to show
Effect on the consolidated balance sheet as of December 31, 2025
|
As previously reported |
Adjustment |
As restated |
Cash |
|||
Total current assets |
|||
Property and equipment, net |
|||
Franchise and development rights, net |
|||
Investment in securities |
( |
||
Total long-term assets |
( |
||
Total assets |
( |
||
Accounts payable |
( |
||
Accrued interest and expenses |
( |
||
Short-term debt |
( |
||
Short-term advances from affiliates |
|||
Amount due to Meridian Pacific Holdings, LLC |
12
Total current liabilities |
( |
||
Long-term debt |
( |
||
Total long-term liabilities |
( |
||
Total liabilities |
( |
||
Preferred stock – Series A |
|||
Preferred stock – Series B |
( |
||
Preferred stock – Series C |
( |
||
Preferred stock – Series D |
( |
||
Preferred stock – Series E |
|||
Common stock |
|||
Additional paid-in capital |
( |
||
Common control adjustment account |
( |
||
Accumulated surplus (deficit) |
( |
( |
|
Total stockholders’ equity (deficit) |
( |
( |
|
Total liabilities and stockholders’ equity (deficit) |
( |
The adjustment to accumulated surplus (deficit) comprises R1 $(
Effect on the consolidated statements of operations for the three and six months ended June 30, 2025
|
Three months as previously reported |
Adjustment |
As restated |
Six months as previously reported |
Adjustment |
As restated |
Revenue |
||||||
General and administrative |
||||||
Stock-based compensation |
( |
( |
||||
Depreciation and amortization |
||||||
Total operating expenses |
( |
( |
||||
Operating income (loss) |
( |
( |
||||
Interest expense |
( |
( |
( |
( |
||
Gain (loss) on investment in securities |
( |
( |
||||
Net income (loss) |
( |
( |
( |
|||
Weighted average shares – basic and diluted |
|
|
||||
Net income (loss) per share – basic and diluted |
|
( |
|
( |
The interest adjustment reverses interest and commitment-fee amortization on the Epazz, Inc. notes and adds Meridian interest ($
Effect on the consolidated statement of cash flows for the six months ended June 30, 2025
|
As previously reported |
Adjustment |
As restated |
Net income (loss) |
( |
( |
|
Amortization and depreciation |
|||
Amortization of LOC commitment fees |
( |
||
(Gain) loss on fair value changes in investments |
( |
||
Stock-based compensation |
( |
||
Accounts payable |
( |
( |
|
Accrued interest and expenses |
( |
||
Accrued interest and late charge – Meridian |
13
Short-term advances from affiliates |
( |
||
Net cash (used in) provided by operating activities |
( |
||
Advances from affiliates, net |
|||
Net cash provided by financing activities |
|||
Net increase in cash |
|||
Cash – end of the period |
Cash advances from affiliates, previously presented in operating activities, are presented in financing activities.
Three months ended March 31, 2026
Effect on the quarter ended March 31, 2026, included in the six-month amounts:
|
As previously reported |
Adjustment |
As restated |
Revenue |
|||
General and administrative |
|||
Depreciation and amortization |
|||
Operating loss |
( |
( |
|
Interest expense |
( |
( |
|
Loss on investment in securities |
( |
||
Net loss |
( |
( |
|
Weighted average shares – basic and diluted |
|
||
Net loss per share – basic and diluted |
( |
|
( |
Total stockholders’ equity (deficit), March 31, 2026 |
( |
( |
Cumulative effect at January 1, 2025
The cumulative effect at December 31, 2024 is a reduction of stockholders’ equity of $
3. SUMMARY OF SIGNIFICANT ACCOUNTING PRINCIPLES
Basis of Preparation
The consolidated financial statements and accompanying notes are prepared under the accrual basis of accounting in accordance with generally accepted accounting principles of the United States of America (“US GAAP”) for interim financial information and Article 8 of Regulation S-X. They do not include all of the information and notes required by US GAAP for complete financial statements. In the opinion of the successor custodian, the financial statements include all adjustments, consisting of normal recurring adjustments and the restatement adjustments described in Note 2, considered necessary for a fair presentation of the Company’s financial position, results of operations, stockholders’ equity (deficit) and cash flows for the periods presented. The results for interim periods are not necessarily indicative of results for the full year. The December 31, 2025 consolidated balance sheet is derived from the previously audited balance sheet as restated; the restated amounts have not been audited. The previously issued annual financial statements for the year ended , 2025 should no longer be relied upon (Note 2).
14
Principles of consolidation
The consolidated financial statements include the Company and its wholly owned subsidiaries (Note 1); intercompany balances and transactions are eliminated.
Use of Estimates
Preparation of financial statements under U.S. GAAP requires estimates and assumptions that affect reported amounts. Significant judgements include the application of the Order where it does not resolve a matter (Notes 2 and 11), the carrying amount of advances from affiliates (Note 12), useful lives, impairment, contingencies (Note 14) and the valuation allowance on deferred tax assets (Note 15). Actual results could differ.
Cash and Cash Equivalents
Cash and cash equivalents comprise bank balances and highly liquid instruments with original maturities of three months or less.
Property and Equipment
Property and equipment, including real estate held for rental, is stated at
Stock-based compensation
Share-based payments to employees and non-employees are measured at the grant-date fair value of the equity instruments or, if more reliably measurable, of the goods or services received, and recognized as the services are received.
Basic and Diluted Net Earnings per Share
Basic earnings (loss) per share is net income (loss) divided by the weighted-average common shares outstanding; diluted earnings (loss) per share also includes dilutive potential common shares, which are excluded when anti-dilutive (Note 13).
Revenue Recognition
Rental income from furnished condominium units is recognized on a straight-line basis over the lease term under ASC 842; tenant security deposits are recorded as liabilities. The Company had
Investment in Securities
Equity securities with readily determinable fair values are measured at fair value through earnings (ASC 321). The ZenaTech, Inc. shares received under the voided sale of Ecker Capital, LLC are not recognized because the Company has no rights to them under the Order (Note 2).
Income Taxes
Income taxes are accounted for under the asset-and-liability method (ASC 740); deferred tax assets are reduced by a valuation allowance when realization is not more likely than not (Note 15).
15
Segment Information
The Company has
Recent Accounting Pronouncements
No recently issued accounting pronouncements are expected to have a material effect on the consolidated financial statements.
4. FAIR VALUE OF FINANCIAL INSTRUMENTS
The Company had
5. PROPERTY AND EQUIPMENT
Property and equipment consisted of the following as of June 30, 2026 and December 31, 2025.
|
June 30, 2026 |
December 31, 2025 |
Furniture and fixtures |
||
Computer and equipment |
||
Software |
||
Website development |
||
Real Estate Investment* |
||
Total property and equipment |
||
Less: accumulated depreciation |
( |
( |
Net property and equipment |
6. ACQUISITIONS & DIVESTITURES
Galaxy Batteries, Inc. was acquired from Epazz, Inc. on August 14, 2025 for
Ecker Capital, LLC (“Ecker”), the parent of the Company’s former software subsidiaries, was sold to ZenaTech, Inc. on October 14, 2024 (effective October 1, 2024) for
7. PRODUCT DEVELOPMENT COSTS
The Company had
16
8. FRANCHISE AND DEVELOPMENT RIGHTS
Franchise and development rights of $
9. GOODWILL
The Company had
10. DEBT
Debt consisted of the following as of June 30, 2026 and December 31, 2025:
Notes outstanding, in USD |
June 30, 2026 |
December 31, 2025 (as restated) |
Cloud Builder, Inc. promissory note |
||
Advocate CPA, Inc. demand note |
||
Gross debt obligations |
||
Less: current portion |
( |
( |
Long-term debt, net of current portion |
The notes payable to Epazz, Inc. assumed in the voided mergers (principal $
Cloud Builder, Inc. promissory note
The Cloud Builder, Inc. note bears interest at
Secured Promissory Note – Meridian Pacific Holdings, LLC
The Secured Promissory Note to Meridian dated August 21, 2017 (
|
June 30, 2026 |
December 31, 2025 (as restated) |
Principal and facility fee |
||
Accrued interest |
||
Late charge |
||
Amount due to Meridian Pacific Holdings, LLC |
Interest expense on the note was $
11. STOCKHOLDERS’ EQUITY AND CONTRIBUTED CAPITAL
Reverse Stock Split – rescinded
The Order rescinded the
17
to implement the rescission or the cancellations; the register continued to show
Preferred Stock
The authorized preferred stock ($
|
Authorized |
Previously reported outstanding |
Cancelled |
Outstanding, as restated |
Series A |
||||
Series B |
( |
|||
Series C |
( |
|||
Series D |
( |
|||
Series E |
Series B, issued to Epazz, Inc. under the voided Management Services Agreement, is cancelled under ¶ 213. Series C and D, held by Dr. Passley, GG Mars Capital, Inc., Star Financial Corporation and Passley family members (
Common Stock
Authorized common stock is
|
Shares |
Order |
Outstanding at December 31, 2025 as previously recorded (pre-split) |
|
105, 124 |
Cancelled: Galaxy Batteries, Inc. purchase (Epazz, Inc.), August 14, 2025 |
( |
¶ 3 |
Cancelled: Stock Compensation Agreement (Dr. Passley), January 29, 2025 |
( |
13 |
Cancelled: issued to Dr. Passley during the custodianship before 2025 |
( |
121, 212 |
Cancelled: Management Services Agreement (Epazz, Inc.), January 29, 2025 |
( |
213 |
Cancelled: issued to Epazz, Inc. on November 13, 2020 |
( |
78, 212 |
Cancelled: issued to Epazz, Inc. on conversion of VW Win note, September 24, 2021 |
( |
86, 213 |
Cancelled: GG Mars Capital, Inc., Star Financial Corporation and Passley family members |
( |
78, 212 |
Outstanding at December 31, 2025, as restated |
|
|
Issued May 19, 2026 to Maxim Group (91,244 post-split shares at the pre-split equivalent) |
|
|
Outstanding at June 30, 2026 |
|
On May 19, 2026 the Company issued
18
Series A conversion the Court found contrary to the Articles (¶ 64); and deducts
12. RELATED PARTIES
Dr. Passley (custodian and sole director and officer until August 11, 2026), Epazz, Inc. and ZenaTech, Inc. (which he controls), GG Mars Capital, Inc. and Star Financial Corporation (whose presidents are family members), other family members and their entities are related parties (ASC 850). Balances:
Related party |
Nature of balance |
June 30, 2026 (USD) |
December 31, 2025 (USD) |
Epazz, Inc. |
Advances and costs paid on the Company’s behalf, non-interest-bearing, no fixed repayment terms |
||
ZenaTech, Inc. and subsidiaries |
Short-term advance / affiliate payable (receivable), net |
( |
|
Total short-term advances from affiliates |
|
The advances are cash advanced to the Company (including the funds used to buy the condominium units) and costs paid on its behalf, with no fixed terms; net advances were $
Jacob Sherman, successor custodian from October 6, 2026, is associated with Cloud Builder, Inc. (holder of the $
13. BASIC & DILUTED EARNINGS PER SHARE
The following table presents the calculation of basic and diluted earnings (loss) per share:
|
Three Months Ended June 30, 2026 |
Three Months Ended June 30, 2025 (restated) |
Six Months Ended June 30, 2026 |
Six Months Ended June 30, 2025 (restated) |
Net income (loss) attributable to common shareholders |
( |
( |
( |
|
Weighted average shares outstanding — Basic |
||||
Basic earnings (loss) per share |
( |
( |
( |
|
Weighted average shares outstanding — Diluted |
19
Diluted earnings (loss) per share |
( |
( |
( |
Weighted average shares reflect the share register as restored by the Order for all periods (Note 11), the Maxim Group shares from May 19, 2026 and the
14. CONTINGENT LIABILITIES & CAPITAL COMMITMENTS
Shaun Passley v. Ameritek Ventures, Case No. A-20-822695-B (consolidated with A-21-833150-B), Eighth Judicial District Court, Clark County, Nevada, was decided by the Order (Note 2): Meridian’s claim was allowed at $
The Company has not determined whether it has any obligation for Ecker’s liabilities on the return of the membership interests (
15. INCOME TAXES
16. SUBSEQUENT EVENTS
The Company has evaluated subsequent events through
August 20–26, 2026. The Company’s then independent registered public accounting firm advised that its previously issued reports should no longer be relied upon (Note 2), delivered a report under Section 10A(b)(2) of the Exchange Act and, the Company having no directors or officers, furnished it to the SEC on August 26; the firm resigned on September 10, 2026.
October 6 and 12, 2026. The Court appointed Jacob Sherman successor custodian, with a mandate to complete the Company’s rehabilitation, nominate an independent board and then end the custodianship, and authorized him to act as principal executive and principal financial officer, retain professionals and accept Court-approved advances of reporting-compliance costs (order filed as Exhibit 99.2). The Company’s records were delivered to him on October 7, 2026.
October 15, 2026. The Court approved (written order to follow) a convertible promissory note from Jennings Family Investments, Inc., of which the custodian is President (Note 12): up to $
20
approved reporting-compliance costs paid directly to vendors against a
No other events requiring recognition or disclosure occurred after June 30, 2026.
21
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations.
The following discussion should be read with the unaudited consolidated financial statements and notes in Item 1, in particular Notes 2 and 11, and the forward-looking statements note above. It has been prepared by the successor custodian, who held no position with the Company during the periods discussed.
Business Overview
GlobalTek Ventures, Inc. (formerly Ameritek Ventures, Inc.) is a Nevada corporation. Its only operating activity is the rental of furnished condominiums in Chicago through Chicago Real Estate Partners, LLC, which bought its first units in the third quarter of 2025 and two further units in 2026. Its former software business was sold in October 2024 and Galaxy Batteries, Inc. was acquired in August 2025; the Order declared these and the other related-party agreements described in Note 2 void, the ZenaTech shares that represented most of the previously reported assets are no longer recognized, and the strategic plans that depended on affiliates of the former custodian are no longer pursued. The successor custodian’s mandate is to complete the Company’s rehabilitation, nominate an independent board and then end the custodianship.
Restatement
The December 31, 2025 balance sheet and the 2025 comparative periods are restated for the Order (Note 2). Stockholders’ equity at December 31, 2025 changed from $7,800,321 as previously reported to a deficit of $1,044,672, principally from the derecognition of the ZenaTech shares ($10,471,466), partly offset by the derecognition of the Epazz, Inc. notes, accrued interest and management fees ($2,192,668) and the recognition of the Meridian liability ($566,195). The net loss for the six months ended June 30, 2025 changed from $7,526,738 to $4,644, mainly from the reversal of the loss on the ZenaTech shares and of stock-based compensation under the voided agreements.
Going concern
The accompanying consolidated financial statements have been prepared assuming that the Company will continue as a going concern. As of June 30, 2026, the Company had cash of $29,328, current liabilities of $2,192,354, current assets of $30,815, a working capital deficit of $2,161,539 and a stockholders’ deficit of $1,157,138. The Company generated operating revenue of $11,706 during the six months ended June 30, 2026 and has relied on related-party financing and other external sources of liquidity to fund operations. These conditions raise substantial doubt about the Company’s ability to continue as a going concern within one year after the date these consolidated financial statements are issued.
The successor custodian’s plans to address these conditions include completing the rehabilitation of the Company under the Court’s supervision, the financing of the Company’s reporting obligations under the convertible note from Jennings Family Investments, Inc. approved by the Court on October 15, 2026 (Note 16), generating lease income from the furnished corporate housing units, and reducing operating expenditures. These consolidated financial statements do not include any adjustments relating to the recoverability and classification of recorded asset amounts or the amounts and classification of liabilities.
Business Strategy
The custodian’s immediate objectives are to implement the Order, restore reporting compliance, nominate an independent board and continue to let the condominiums; reporting-compliance costs of up to $250,000 are to be funded under the Court-approved convertible note from Jennings Family Investments, Inc. (Notes 12 and 16). Longer-term plans will be for the board to be appointed.
Critical Accounting Policies
Our significant accounting policies are more fully described in the notes to our financial statements included herein for the six months ended June 30, 2026. The application of the Order where it does not resolve a matter, in particular the number of shares outstanding, the treatment of the shares issued to Maxim Group and the non-consolidation of Ecker Capital, LLC, and the measurement of the amount due to Epazz, Inc., involve significant judgement and are described in Notes 2, 6, 11 and 12. Changes in these judgements, or a decision of the Court or the Supreme Court of Nevada, could change the amounts reported materially.
22
New and Recently Adopted Accounting Pronouncements
Results of Operations
For the three and six months ended June 30, 2026 and 2025
GlobalTek recorded $6,287 and $11,706 in rental revenue for the three and six months ended June 30, 2026 from its furnished condominium units, compared with $22,492 for the three and six months ended June 30, 2025 as previously reported. The Company owned four condominium units at 512 N. McClurg Court, Chicago at June 30, 2026: two acquired in August 2025, unit 2112 acquired on January 23, 2026 for $308,354 and unit 3703 acquired on May 13, 2026 for $224,161 (total 2026 additions of $552,906 including $21,390 of closing costs paid by Epazz, Inc.). One of the four units was let at June 30, 2026. Revenue for the three and six months ended June 30, 2025 included non-recurring miscellaneous income; the decrease in 2026 reflects the absence of that income.
General and administrative expenses were $706,219 and $714,442 for the three and six months ended June 30, 2026, compared with $2,067 and $10,353 for the same periods of 2025. The increase is principally the $620,459 expense for the shares issued to Maxim Group for investment banking services on May 19, 2026, legal and professional fees relating to the litigation and to a proposed registration statement, and condominium rent, maintenance, accounting and transfer agent costs. Stock-based compensation of $183,000 previously reported for the 2025 periods has been reversed because the agreements under which the shares were issued were declared void. Depreciation and amortization increased to $10,024 and $18,232 for the three and six months ended June 30, 2026 from $2,000 and $4,000 in 2025 as the condominiums acquired since the third quarter of 2025 and the franchise and development rights were depreciated and amortized.
Interest expense was $6,011 and $11,957 for the three and six months ended June 30, 2026, compared with $7,236 and $12,783 (as restated) for the same periods of 2025. Interest expense now consists of interest on the Meridian note ($5,284 and $10,511 in each year) and on the Cloud Builder, Inc. and Advocate CPA, Inc. notes. Interest on the Epazz, Inc. notes assumed in the voided mergers is no longer recognized. The Company recorded no gains or losses on investments because the ZenaTech, Inc. shares received for Ecker Capital, LLC are no longer recognized; the gain of $1,725,833 and loss of $7,296,262 previously reported for the three and six months ended June 30, 2025, and the loss of $5,560,416 in the Company’s draft for the six months ended June 30, 2026, have been reversed.
The net loss was $715,967 and $732,925 for the three and six months ended June 30, 2026, compared with net income of $11,189 and a net loss of $4,644 (as restated) for the corresponding periods of 2025.
Liquidity and Capital Resources
Cash Flow
The Company funded its operations and the purchase of real estate during the six months ended June 30, 2026 with cash advances from Epazz, Inc., an affiliate of the former custodian. The Company has no committed sources of financing and those advances cannot be expected to continue. The following is a summary of the changes in the Company’s cash flows followed by a brief discussion of these changes:
|
Change ($) |
Six months ended June 30, 2026 |
Six months ended June 30, 2025 (as restated) |
Cash flow (used in) provided by operating activities |
(102,255) |
(101,217) |
1,038 |
Cash flow (used in) provided by investing activities |
(531,516) |
(531,516) |
– |
Cash flow (used in) provided by financing activities |
659,418 |
659,518 |
100 |
Operating activities
Net cash used in operating activities was $101,217 for the six months ended June 30, 2026, compared with net cash provided of $1,038 for the same period of 2025. The net loss of $732,925 for 2026 included the non-cash expense of $620,459 for the shares issued to Maxim Group, depreciation and amortization of $18,232 and
23
accrued interest of $22,505 on the Meridian and other notes. The cash outflows do not compare directly with 2025 because the Company’s activity in 2026 consisted of letting and maintaining its condominiums and funding the litigation, whereas in 2025 it had minimal activity.
Investing Activities
GlobalTek invested by purchasing a condominium for $552,906 during the six months ended June 30, 2026, of which $531,516 was paid in cash and $21,390 was paid directly by Epazz, Inc. There were no investing activities during the six months ended June 30, 2025.
Financing Activities
Net cash provided by financing activities was $659,518 for the six months ended June 30, 2026, consisting of net advances from Epazz, Inc. and other affiliates, compared with $100 in 2025. The advances are non-interest-bearing and have no fixed repayment terms. The $479,565 of management fees billed by Epazz, Inc. under the voided Management Services Agreement has been derecognized (Note 2); the successor custodian has not completed his analysis of the balance advanced before 2025 (Note 12).
Cash and Cash Equivalents
The Company had $29,328 in cash as of June 30, 2026, as compared with $1,138 as of June 30, 2025 and $2,543 as of December 31, 2025. On October 15, 2026 the Court approved the convertible note from Jennings Family Investments, Inc. described in Note 16, which funds the Company’s reporting-compliance costs only. The amount due to Meridian Pacific Holdings, LLC of $576,706 at June 30, 2026 ($579,100 at August 11, 2026, with interest continuing to accrue) is due and unpaid.
Off Balance Sheet Arrangements
None.
Recent Accounting Pronouncements
See Note 3.
Item 3. Quantitative and Qualitative Disclosures about Market Risk
Not required for a smaller reporting company.
Item 4. Controls and Procedures
Evaluation of Disclosure Controls and Procedures
The successor custodian, who performs the functions of principal executive officer and principal financial officer, evaluated the effectiveness of the Company’s disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act) as of June 30, 2026. He was appointed on October 6, 2026 and his evaluation is based on the records available to him and on the findings in the Order. Based on that evaluation, he concluded that the Company’s disclosure controls and procedures were not effective as of June 30, 2026 to provide reasonable assurance that information required to be disclosed by the Company in the reports filed or submitted by it under the Exchange Act is (i) recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms and (ii) accumulated and communicated to management, including the principal executive officer, as appropriate to allow timely decisions regarding required disclosure, due to the material weaknesses described below.
Based on that evaluation, the Company had “material weaknesses” (as such term is defined below) in its control environment and financial reporting process consisting of the following as of June 30, 2026:
1) lack of a functioning board of directors and audit committee resulting in ineffective oversight in the establishment and monitoring of required internal control and procedures; one individual acted as custodian, sole director and sole officer and authorized, executed and recorded transactions without independent oversight;
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2) absence of controls to identify, approve and disclose related-party transactions; the Company had no director other than the former custodian, so transactions with entities controlled by him were not reviewed or approved by any disinterested person, and no independent valuations were obtained;
3) absence of effective controls over the issuance of equity securities, including compliance with the Articles of Incorporation, the authorized share capital and the Court’s stay of share issuances;
4) incomplete recording of liabilities; the Secured Promissory Note to Meridian Pacific Holdings, LLC was omitted from the financial statements although its existence was known from the custodianship proceedings; and
5) inadequate segregation of duties consistent with control objectives.
A material weakness is a deficiency, or combination of deficiencies, in internal control over financial reporting such that there is a reasonable possibility that a material misstatement of the annual or interim financial statements will not be prevented or detected on a timely basis. The custodian intends to address these weaknesses through the nomination of an independent board and audit committee and the adoption of approval procedures for related-party transactions and share issuances, subject to the Court’s directions and available funding.
Changes in Internal Control over Financial Reporting
During the six months ended June 30, 2026, there were no changes in our internal control over financial reporting identified in connection with the evaluation of the effectiveness of our internal control over financial reporting that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act. After the quarter, the former custodian was removed and the successor custodian was appointed, as described in Note 16.
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PART II – OTHER INFORMATION
Item 1. Legal Proceedings
Except as described below, the Company is not a party to, and the custodian is not aware of any threatened, material litigation.
Shaun Passley v. Ameritek Ventures, Eighth Judicial District Court, Clark County, Nevada, Case No. A-20-822695-B (consolidated with Case No. A-21-833150-B). The custodianship proceeding commenced in October 2020; Meridian Pacific Holdings, LLC and Clinton L. Stokes, III intervened with creditor and derivative claims and the Company asserted claims against them, Ari Zieger and Kenneth Mayeaux. The claims were tried in July 2026 and decided by the Order of August 11, 2026, described in Note 2; the Company’s claims were denied, Meridian’s claim allowed and attorney fees and costs reserved (Note 14).
Shaun Passley v. Eighth Judicial District Court, Supreme Court of Nevada, Case No. 93419. Dr. Passley seeks writs prohibiting enforcement of the remedies in the Order and directing the district court to vacate them, and on October 5, 2026 filed an emergency motion for a stay and limited interim relief. Meridian and Mr. Stokes are real parties in interest. The petition remained pending at the date of this report; no stay had been granted. In the District Court, on October 15, 2026, Dr. Passley’s emergency motion for limited interim corporate authority or the appointment of a neutral was denied as moot on his counsel’s confirmation that it was moot, the hearing set for November 3, 2026 on the motion was vacated, and the Court approved the financing described in Note 16; the Company’s counsel has advised that the motion for clarification of August 24, 2026 was also disposed of as moot.
Item 1A. Risk Factors
Not required for a smaller reporting company. Investors should note that the Order may be stayed, modified or vacated on appeal, which could change the financial statements and share register materially; that the share count will not be settled until the register is conformed to the Order; that the Company has no directors or officers, very limited cash, substantial current liabilities and no committed financing beyond the Court-approved note; and that its common stock is thinly traded.
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
On May 19, 2026 the Company issued 91,244 shares of common stock (on the post-split basis then in effect; 109,492,800 shares at the pre-split equivalent) to Maxim Group Partners, LLC for investment banking services under an engagement agreement dated November 13, 2025, valued at $620,459. No cash proceeds were received. The shares were issued in reliance on the exemption from registration in Section 4(a)(2) of the Securities Act of 1933 as a transaction by an issuer not involving any public offering. The validity of the issuance was raised in Dr. Passley’s motion for clarification, which the Company’s counsel has advised was disposed of as moot on October 15, 2026 (Note 11).
Item 3. Defaults Upon Senior Securities
The Secured Promissory Note to Meridian Pacific Holdings, LLC has been in default since February 20, 2018. The amount allowed by the Court as of August 11, 2026 was $579,100, comprising principal and facility fee of $353,500, interest of $190,250 and a late fee of $35,350. Interest continues to accrue at 0.5% per month. See Note 10.
Item 4. Mine Safety Disclosures
None.
Item 5. Other Information
The resignation of Bansal & Co LLP, the non-reliance on previously issued financial statements, the departure of the former custodian and the appointment of the successor custodian were reported on the Current Report on
26
Form 8-K filed on October 15, 2026. The engagement of Bansal & Co LLP on October 15, 2026 to review the interim financial information in this report was reported on a Current Report on Form 8-K under Item 4.01 filed on October 19, 2026.
Item 6. Exhibits
Exhibit Number |
Name of Exhibit |
31.1 |
Certification of the Successor Custodian, as Principal Executive Officer and Principal Financial Officer, pursuant to Rule 13a-14(a) of the Exchange Act, as enacted by Section 302 of the Sarbanes-Oxley Act of 2002. (1) |
32.1 |
Certification of the Successor Custodian, as Principal Executive Officer and Principal Financial Officer, pursuant to 18 United States Code Section 1350, as enacted by Section 906 of the Sarbanes-Oxley Act of 2002. (1) |
99.1 |
Findings of Fact, Conclusions of Law and Order entered August 11, 2026, Eighth Judicial District Court, Clark County, Nevada, Case No. A-20-822695-B. (1) |
99.2 |
Order Appointing Jacob Sherman as Successor Custodian entered October 12, 2026, Case No. A-20-822695-B. (1) |
101.INS |
Inline XBRL Instance Document (the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document) |
101.SCH |
Inline XBRL Taxonomy Extension Schema |
101.CAL |
Inline XBRL Taxonomy Extension Calculation Linkbase |
101.DEF |
Inline XBRL Taxonomy Extension Definition Linkbase |
101.LAB |
Inline XBRL Taxonomy Extension Labels Linkbase |
101.PRE |
Inline XBRL Taxonomy Extension Presentation Linkbase |
104 |
Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101) |
⁽¹⁾ Filed herewith. In accordance with Item 601(b)(32)(ii) of Regulation S-K and SEC Release No. 34-47986, the certification furnished in Exhibit 32.1 hereto is deemed to accompany this Form 10-Q and will not be deemed “filed” for purposes of Section 18 of the Exchange Act or deemed to be incorporated by reference into any filing under the Exchange Act or the Securities Act except to the extent that the registrant specifically incorporates it by reference.
SIGNATURES
In accordance with Section 13 or 15(d) of the Exchange Act, the registrant caused this report on Form 10-Q to be signed on its behalf by the undersigned, thereunto duly authorized.
|
|
GLOBALTEK VENTURES, INC. |
|
|
|
Dated: October 21, 2026 |
By: |
|
|
|
Jacob Sherman |
|
|
Successor Custodian (Principal Executive Officer and Principal Financial and Accounting Officer) |
27