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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

FORM 10-Q

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

For the quarterly period ended June 30, 2026

or

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

For the transition period from ________ to ________

Commission File No. 000-54739

GlobalTek Ventures, Inc.

(formerly Ameritek Ventures, Inc.)

(Name of small business issuer in its charter)

Nevada

82-2380777

(State or other jurisdiction of incorporation or organization)

(I.R.S. Employer Identification No.)

 

111 W. Jackson Blvd., Suite 1146

Chicago, IL 60604

(Address of principal executive offices)

(312) 239-3574

(Issuer’s telephone number)

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 ☐     No ☒

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-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). Yes ☒   No ☐

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

Large accelerated filer

☐

Accelerated filer

☐

Non-accelerated Filer

☒

Smaller reporting company

☒

 

 

Emerging growth company

☐

 

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


1


 

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐     No ☒

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 477,508,748 outstanding shares of its common stock, par value $0.001, after giving effect to the rescission of the 1-for-1,200 reverse stock split and the cancellation of shares ordered by the Eighth Judicial District Court of Clark County, Nevada on August 11, 2026. At that date the records of the Company’s transfer agent had not been conformed to the Court’s order and showed 9,222,729 shares on the post-split basis; the procedures for the cancellation of shares were pending. See Note 11 to the financial statements.


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 Bansal & Co LLP, an independent registered public accounting firm, under Rule 10-01(d) of Regulation S-X; its review report is included in Item 1. Bansal & Co LLP resigned on September 10, 2026 (Form 8-K filed October 15, 2026) and was re-engaged by the custodian on October 15, 2026 for this review, as reported on Form 8-K filed October 19, 2026.


3


 

 

TABLE OF CONTENTS

PART I – FINANCIAL INFORMATION

Item 1.

Financial Statements

 

Condensed Consolidated Balance Sheets (unaudited)

 

Condensed Consolidated Statements of Operations (unaudited)

 

Condensed Consolidated Statements of Cash Flows (unaudited)

 

Condensed Consolidated Statements of Stockholders’ Equity (Deficit) (unaudited)

 

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

 

 

June 30, 2026

December 31, 2025 (as restated – Note 2)

ASSETS

 

 

Current assets:

 

 

Cash

29,328

2,543

Other current assets

1,487

–

Total current assets

30,815

2,543

Long-term assets:

 

 

Property and equipment, net (Note 5)

956,022

417,313

Franchise and development rights, net (Note 8)

74,340

78,375

Total long-term assets

1,030,362

495,688

Total assets

1,061,177

498,231

LIABILITIES AND STOCKHOLDERS’ EQUITY (DEFICIT)

 

 

Current liabilities:

 

 

Accounts payable

5,325

36,486

Accrued interest and expenses

13,628

1,633

Short-term debt (Note 10)

21,000

21,000

Short-term advances from affiliates (Note 12)

1,573,294

892,386

Amount due to Meridian Pacific Holdings, LLC (Note 10)

576,706

566,195

Security deposit payable

2,401

–

Total current liabilities

2,192,354

1,517,700

Long-term liabilities:

 

 

Long-term debt (Note 10)

25,961

25,203

Total long-term liabilities

25,961

25,203

Total liabilities

2,218,315

1,542,903

Stockholders’ equity (deficit) (Note 11):

 

 

Preferred stock Series A, $0.01 par value, 10,000,000 shares authorized, 7,488,730 shares issued and outstanding

74,887

74,887

Preferred stock Series B, $0.01 par value, 10,000,000 shares authorized, none outstanding (10,000,000 as previously reported)

–

–

Preferred stock Series C, $0.01 par value, 60,000,000 shares authorized, none outstanding (59,988,972 as previously reported)

–

–

Preferred stock Series D, $0.01 par value, 10,000,000 shares authorized, none outstanding (9,083,630 as previously reported)

–

–

Preferred stock Series E, $0.01 par value, 23,000,000 shares authorized, 23,000,000 shares issued and outstanding

230,000

230,000

Common stock, $0.001 par value, 11,000,000,000 shares authorized; 477,508,748 and 368,015,948 shares issued and outstanding*

477,509

368,016

Additional paid-in capital*

2,405,420

1,894,454

Common control adjustment account

–

–

Accumulated surplus (deficit)

(4,344,954)

(3,612,029)

Total stockholders’ equity (deficit)

(1,157,138)

(1,044,672)

Total liabilities and stockholders’ equity (deficit)

1,061,177

498,231

* Share and per-share amounts in these financial statements are presented on the basis of the share register as restored by the Court’s Order of August 11, 2026, without the 1-for-1,200 reverse stock split and after the cancellations ordered (Note 2 and Note 11).

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


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

6,287

22,492

11,706

22,492

General and administrative expenses:

 

 

 

 

General and administrative

706,219

2,067

714,442

10,353

Stock-based compensation

–

–

–

–

Depreciation and amortization

10,024

2,000

18,232

4,000

Total operating expenses

716,243

4,067

732,674

14,353

Operating income (loss)

(709,956)

18,425

(720,968)

8,139

Other income (expense):

 

 

 

 

Interest expense

(6,011)

(7,236)

(11,957)

(12,783)

Net income (loss)

(715,967)

11,189

(732,925)

(4,644)

Net income (loss) per common share:

 

 

 

 

Basic

(0.00)

0.00

(0.00)

(0.00)

Diluted

(0.00)

0.00

(0.00)

(0.00)

Shares used in computing earnings (loss) per share*:

 

 

 

 

Basic

419,754,304

368,015,948

394,028,050

382,933,075

Diluted

419,754,304

368,015,948

394,028,050

382,933,075

* Weighted average shares are presented on the pre-split basis restored by the Order, after the cancellations described in Note 11. See Note 13.

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


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:

 

 

Net income (loss)

(732,925)

(4,644)

Adjustments to reconcile net loss to net cash used in operating activities:

 

 

Amortization and depreciation

18,232

4,000

Share-based legal and professional expense (Maxim)

620,459

–

Interest added to principal – Cloud Builder, Inc. note

759

–

Changes in operating assets and liabilities:

 

 

Other current assets

(1,487)

–

Accounts payable

(31,161)

(11,100)

Security deposit payable

2,401

–

Accrued interest and expenses

11,994

2,271

Accrued interest and late charge – Meridian

10,511

10,511

Short-term advances from affiliates

–

–

Net cash (used in) provided by operating activities

(101,217)

1,038

Cash flows from investing activities:

 

 

Purchase of real estate

(531,516)

–

Net cash used in investing activities

(531,516)

–

Cash flows from financing activities:

 

 

Advances from affiliates, net

659,518

100

Net cash provided by financing activities

659,518

100

Net increase in cash

26,785

1,138

Cash – beginning of the period

2,543

–

Cash – end of the period

29,328

1,138

Supplemental cash flow information:

 

 

Cash paid for interest

–

–

Cash paid for income taxes

–

–

Non-cash investing and financing activities:

 

 

Real estate cost paid directly by Epazz, Inc. and added to advances from affiliates

21,390

–

Common stock issued to Maxim Group for services

620,459

–

Interest added to the principal of the Cloud Builder, Inc. note

759

–

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


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

74,887

100,000

599,890

90,836

230,000

9,124,451

9,124

38,940,342

(37,000,000)

4,755,242

7,800,321

Restatement adjustments (Note 2)

–

(100,000)

(599,890)

(90,836)

–

358,891,497

358,892

(37,045,888)

37,000,000

(8,367,271)

(8,844,993)

Balance, December 31, 2025, as restated

74,887

–

–

–

230,000

368,015,948

368,016

1,894,454

–

(3,612,029)

(1,044,672)

Net loss, three months ended March 31, 2026

–

–

–

–

–

–

–

–

–

(16,958)

(16,958)

Balance, March 31, 2026

74,887

–

–

–

230,000

368,015,948

368,016

1,894,454

–

(3,628,987)

(1,061,630)

Common stock issued to Maxim Group for services (Note 11)

–

–

–

–

–

109,492,800

109,493

510,966

–

–

620,459

Net loss, three months ended June 30, 2026

–

–

–

–

–

–

–

–

–

(715,967)

(715,967)

Balance, June 30, 2026

74,887

–

–

–

230,000

477,508,748

477,509

2,405,420

–

(4,344,954)

(1,157,138)

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

74,887

100,000

599,890

90,836

230,000

511,022

511

1,494,033

–

11,139,635

13,729,792

Cumulative effect of restatement (Note 2)

–

(100,000)

(599,890)

(90,836)

–

397,504,926

397,505

363,246

–

(12,467,313)

(12,497,288)

Balance, December 31, 2024, as restated

74,887

–

–

–

230,000

398,015,948

398,016

1,857,279

–

(1,327,678)

1,232,504

Net loss, three months ended March 31, 2025, as restated

–

–

–

–

–

–

–

–

–

(15,833)

(15,833)

Balance, March 31, 2025, as restated

74,887

–

–

–

230,000

398,015,948

398,016

1,857,279

–

(1,343,511)

1,216,671

Cancellation of common stock – Cloud Builder, Inc. (Note 11)

–

–

–

–

–

(30,000,000)

(30,000)

37,175

–

–

7,175

Net income, three months ended June 30, 2025, as restated

–

–

–

–

–

–

–

–

–

11,189

11,189

Balance, June 30, 2025, as restated

74,887

–

–

–

230,000

368,015,948

368,016

1,894,454

–

(1,332,322)

1,235,035

* Common shares and amounts as previously reported are on the post-split basis used in the previously issued financial statements; restated amounts are on the pre-split basis restored by the Order, after the cancellations described in Note 11. The Series B, C and D preferred stock is treated as cancelled by the Order; the Series A and Series E preferred stock is presented as outstanding (Note 11).

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 April 16, 2026 by its then custodian; the Order described in Note 2 directs that no charter documents be amended pending the appointment of a neutral, and the validity of the name change and of the 2025 increase in authorized common stock has not been determined. The common stock is quoted on the OTC Markets under the symbol ATVK.

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 $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, incurred a net loss of $732,925 and used $101,217 of cash in operating activities during the six months ended June 30, 2026, and has relied on related-party financing and other external sources of liquidity to fund operations. Current liabilities include $576,706 due to Meridian Pacific Holdings, LLC, which the Court has allowed and on which interest continues to accrue, and $1,573,294 of advances from affiliates of the former custodian, which cannot be expected to continue. The Company has no directors or officers and its affairs are subject to the supervision of the Court. 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 include completing the rehabilitation of the Company under the Court’s supervision and nominating an independent board, funding 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 rental income and reducing expenditure. These plans depend on the Court and on third parties and do not alleviate the substantial doubt. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

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 1-for-1,200 reverse stock split of January 20, 2026; (iv) allowed the creditor claim of Meridian Pacific Holdings, LLC (“Meridian”) at $579,100 as of August 11, 2026 with interest accruing. The Company has applied the Order as written; Dr. Passley’s challenges to it are described in Note 14.

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 ($10,471,466 at December 31, 2025) derecognized and related gains and losses reversed; the Company’s interest in Ecker Capital, LLC carried at nil (Note 6).

R2 – Bozki / VW Win mergers

Epazz, Inc. notes assumed in the mergers (principal $1,014,094; accrued interest $699,009 at December 31, 2025) and related interest derecognized; 50,000,000 conversion shares cancelled; commitment-fee amortization reversed.

R3 – Meridian note

Recognized with accrued interest and late charge (Note 10).

R4 – Equity

Shares issued for Galaxy Batteries (10,000,000,000) and the $37,000,000 common control adjustment account reversed; 366,000,000 shares issued in January 2025 under the voided compensation and management agreements cancelled and 2025 stock-based compensation of $477,722 ($183,000 in the 2025 periods presented) reversed; other shares issued to Dr. Passley and his affiliates and the Series B, C and D preferred stock cancelled (Note 11); reverse stock split rescinded. No effect on total equity.

R6 – Management fees

Fees of $479,565 billed by Epazz, Inc. under the voided Management Services Agreement and unpaid at December 31, 2025 derecognized from the beginning of the earliest period presented (Note 12).

 

The Order has not yet been implemented on the transfer agent’s register, which continues to show 9,222,729 post-split common shares and the preferred stock as previously reported; the cancelled shares have not been surrendered and the ZenaTech shares and Ecker membership interests have not been exchanged. Amounts may change when matters the Order does not resolve are determined by the Court, the custodian or on appeal.

Effect on the consolidated balance sheet as of December 31, 2025

 

As previously reported

Adjustment

As restated

Cash

2,543

–

2,543

Total current assets

2,543

–

2,543

Property and equipment, net

417,313

–

417,313

Franchise and development rights, net

78,375

–

78,375

Investment in securities

10,471,466

(10,471,466)

–

Total long-term assets

10,967,154

(10,471,466)

495,688

Total assets

10,969,697

(10,471,466)

498,231

Accounts payable

516,051

(479,565)

36,486

Accrued interest and expenses

700,642

(699,009)

1,633

Short-term debt

125,232

(104,232)

21,000

Short-term advances from affiliates

892,386

–

892,386

Amount due to Meridian Pacific Holdings, LLC

–

566,195

566,195


12


 

Total current liabilities

2,234,311

(716,611)

1,517,700

Long-term debt

935,065

(909,862)

25,203

Total long-term liabilities

935,065

(909,862)

25,203

Total liabilities

3,169,376

(1,626,473)

1,542,903

Preferred stock – Series A

74,887

–

74,887

Preferred stock – Series B

100,000

(100,000)

–

Preferred stock – Series C

599,890

(599,890)

–

Preferred stock – Series D

90,836

(90,836)

–

Preferred stock – Series E

230,000

–

230,000

Common stock

9,124

358,892

368,016

Additional paid-in capital

38,940,342

(37,045,888)

1,894,454

Common control adjustment account

(37,000,000)

37,000,000

–

Accumulated surplus (deficit)

4,755,242

(8,367,271)

(3,612,029)

Total stockholders’ equity (deficit)

7,800,321

(8,844,993)

(1,044,672)

Total liabilities and stockholders’ equity (deficit)

10,969,697

(10,471,466)

498,231

 

The adjustment to accumulated surplus (deficit) comprises R1 $(10,471,466), R2 $1,713,103, R3 $(566,195), R4 $477,722 and R6 $479,565. Common shares outstanding change from 9,124,451 post-split to 368,015,948 pre-split.

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

22,492

–

22,492

22,492

–

22,492

General and administrative

2,067

–

2,067

10,353

–

10,353

Stock-based compensation

183,000

(183,000)

–

183,000

(183,000)

–

Depreciation and amortization

2,000

–

2,000

4,000

–

4,000

Total operating expenses

187,067

(183,000)

4,067

197,353

(183,000)

14,353

Operating income (loss)

(164,575)

183,000

18,425

(174,861)

183,000

8,139

Interest expense

(28,623)

21,387

(7,236)

(55,615)

42,832

(12,783)

Gain (loss) on investment in securities

1,725,833

(1,725,833)

–

(7,296,262)

7,296,262

–

Net income (loss)

1,532,635

(1,521,446)

11,189

(7,526,738)

7,522,094

(4,644)

Weighted average shares – basic and diluted

949,226,791

 

368,015,948

949,226,791

 

382,933,075

Net income (loss) per share – basic and diluted

0.00

 

0.00

(0.01)

 

(0.00)

 

The interest adjustment reverses interest and commitment-fee amortization on the Epazz, Inc. notes and adds Meridian interest ($5,284 and $10,511).

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)

(7,526,738)

7,522,094

(4,644)

Amortization and depreciation

4,000

–

4,000

Amortization of LOC commitment fees

3,696

(3,696)

–

(Gain) loss on fair value changes in investments

7,296,262

(7,296,262)

–

Stock-based compensation

183,000

(183,000)

–

Accounts payable

(11,100)

–

(11,100)

Accrued interest and expenses

51,918

(49,647)

2,271

Accrued interest and late charge – Meridian

–

10,511

10,511


13


 

Short-term advances from affiliates

100

(100)

–

Net cash (used in) provided by operating activities

1,138

(100)

1,038

Advances from affiliates, net

–

100

100

Net cash provided by financing activities

–

100

100

Net increase in cash

1,138

–

1,138

Cash – end of the period

1,138

–

1,138

 

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

5,419

–

5,419

General and administrative

8,223

–

8,223

Depreciation and amortization

8,208

–

8,208

Operating loss

(11,012)

–

(11,012)

Interest expense

(22,458)

16,512

(5,946)

Loss on investment in securities

(2,976,458)

2,976,458

–

Net loss

(3,009,928)

2,992,970

(16,958)

Weighted average shares – basic and diluted

9,131,485

 

368,015,948

Net loss per share – basic and diluted

(0.33)

 

(0.00)

Total stockholders’ equity (deficit), March 31, 2026

4,790,393

(5,852,023)

(1,061,630)

 

Cumulative effect at January 1, 2025

The cumulative effect at December 31, 2024 is a reduction of stockholders’ equity of $12,497,288 (from $13,729,792 to $1,232,504): preferred stock $(790,726), common stock $397,505, additional paid-in capital $363,246 and accumulated surplus $(12,467,313), from removing the ZenaTech shares ($14,053,981), the Epazz, Inc. notes and interest ($1,622,127) and the management fees ($479,565) and recognizing the Meridian liability ($545,000). The allocation between additional paid-in capital and accumulated surplus for pre-2025 transactions has not been completed and does not affect total equity. The restatement has no income tax effect (Note 15). The Company has not determined whether it will amend its 2025 Form 10-K or its Form 10-Q for the quarter ended March 31, 2026.

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 December 31, 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 cost less accumulated depreciation and impairment and depreciated on a straight-line basis over estimated useful lives (real estate 27.5 years; furniture 5 years; computers and equipment 3–5 years; website development 3 years; land not depreciated). Repairs and maintenance are expensed. Long-lived assets, including franchise and development rights (amortized over 10 years), are reviewed for impairment when events indicate that the carrying amount may not be recoverable; an impairment is recognized when the carrying amount exceeds the undiscounted cash flows and is measured at the excess over fair value. The FlexFridge patent, product development costs and goodwill were fully impaired in 2025.

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. No stock-based compensation was recognized in the periods presented as restated (Note 2); the 91,244 post-split shares issued to Maxim Group Partners, LLC on May 19, 2026 for investment banking services were measured at the quoted market price, $620,459, and expensed.

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 no revenue within the scope of ASC 606 and no accounts receivable in the periods presented.

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 one operating and reportable segment, the rental of residential real estate; the chief operating decision maker (the former sole director and, since October 6, 2026, the custodian) reviews financial information on a consolidated basis.

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 no assets or liabilities measured at fair value on a recurring basis at June 30, 2026 or December 31, 2025; the ZenaTech, Inc. securities previously measured at fair value (Levels 1 and 2 under ASC 820) are no longer recognized (Note 2). The carrying amounts of cash, payables, accrued liabilities, debt and advances from affiliates approximate fair value because of their short-term nature; the Meridian liability is carried at the amount allowed by the Court plus accrued interest.

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

4,200

4,200

Real Estate Investment*

976,148

423,242

Total property and equipment

980,348

427,442

Less: accumulated depreciation

(24,326)

(10,129)

Net property and equipment

956,022

417,313

 

*Four condominium units in Chicago, Illinois held for rental through Chicago Real Estate Partners, LLC; two units costing $552,906 (including $21,390 paid directly by Epazz, Inc., Note 12) were acquired in 2026. Depreciation expense was $14,197 for the six months ended June 30, 2026 ($4,000 in 2025).

6.  ACQUISITIONS & DIVESTITURES

Galaxy Batteries, Inc. was acquired from Epazz, Inc. on August 14, 2025 for 10,000,000,000 common shares, accounted for as a common-control transaction with a $37,000,000 common control adjustment account. The Order declared the purchase void; the shares and the adjustment account are reversed (Note 2). Galaxy Batteries had no recorded assets or liabilities.

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 5,000 super voting, 1,583,333 common and 750,000 preferred shares of ZenaTech, Inc. The Order declared the sale void; the ZenaTech shares, the gain on deconsolidation and subsequent fair value changes are reversed (Note 2). The membership interests revert to the Company but have not been returned; the Company has no financial information on Ecker after October 1, 2024 (net liabilities then $870,571, including an SBA loan of $535,145, as previously reported) and cannot direct its activities under the Order, so Ecker is not consolidated and the interest is carried at nil. Any obligation for Ecker’s liabilities on their return has not been determined (Note 14).

7.  PRODUCT DEVELOPMENT COSTS

The Company had no product development costs at June 30, 2026 or December 31, 2025; the remaining costs ($96,000) were fully impaired in 2025.


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8.  FRANCHISE AND DEVELOPMENT RIGHTS

Franchise and development rights of $82,500 relate to an Area Development Agreement with Anytime Fitness Franchisor LLC dated July 3, 2025 for three fitness centers in Chicago, assigned to the Company by Dr. Passley on that date. The nonrefundable development fee is amortized over 10 years; the carrying amount was $74,340 at June 30, 2026 ($78,375 at December 31, 2025) after amortization of $4,035 for the six months. No fitness center has been opened and the rights are reviewed for impairment; the agreement is not among those voided by the Order.

9.  GOODWILL

The Company had no goodwill at June 30, 2026 or December 31, 2025; the goodwill of $1,771,676 previously reported was fully impaired in 2025.

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

25,961

25,203

Advocate CPA, Inc. demand note

21,000

21,000

Gross debt obligations

46,961

46,203

Less: current portion

(21,000)

(21,000)

Long-term debt, net of current portion

25,961

25,203

 

The notes payable to Epazz, Inc. assumed in the voided mergers (principal $1,014,094; accrued interest $699,009 at December 31, 2025, as previously reported) have been derecognized (Note 2).

Cloud Builder, Inc. promissory note

The Cloud Builder, Inc. note bears interest at 6% per year added to principal; Cloud Builder, Inc. is associated with the successor custodian (Note 12). The Advocate CPA, Inc. demand note bears interest at 6% (Note 12).

Secured Promissory Note – Meridian Pacific Holdings, LLC

The Secured Promissory Note to Meridian dated August 21, 2017 (0.5% per month; 10% late charge) was payable on February 20, 2018 and is in default. The Court allowed Meridian’s claim at $579,100 as of August 11, 2026 (principal and facility fee $353,500, interest $190,250, late fee $35,350), with interest continuing to accrue:

 

June 30, 2026

December 31, 2025 (as restated)

Principal and facility fee

353,500

353,500

Accrued interest

187,856

177,345

Late charge

35,350

35,350

Amount due to Meridian Pacific Holdings, LLC

576,706

566,195

 

Interest expense on the note was $5,284 and $10,511 for each three-month and six-month period presented. The Company has no information that the security interest is enforceable against any of its assets. The Company was in compliance with its other debt at both dates.

11.  STOCKHOLDERS’ EQUITY AND CONTRIBUTED CAPITAL

Reverse Stock Split – rescinded

The Order rescinded the 1-for-1,200 reverse stock split of January 20, 2026; all share and per-share amounts are presented on the pre-split basis for all periods. No instruction has yet been given to the transfer agent or FINRA


17


 

to implement the rescission or the cancellations; the register continued to show 9,222,729 post-split shares, and the transfer agent’s report as of October 16, 2026 showed the same holdings as at June 30, 2026.

Preferred Stock

The authorized preferred stock ($0.01 par value) and the effect of the Order on it, as determined by the Company, are as follows:

 

Authorized

Previously reported outstanding

Cancelled

Outstanding, as restated

Series A

10,000,000

7,488,730

–

7,488,730

Series B

10,000,000

10,000,000

(10,000,000)

–

Series C

60,000,000

59,988,972

(59,988,972)

–

Series D

10,000,000

9,083,630

(9,083,630)

–

Series E

23,000,000

23,000,000

–

23,000,000

 

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 (51,196,002 and 8,845,370 shares), Cloud Builder, Inc. (7,700,000 Series C; Note 12) and L & F Lawn Service, Inc. (1,092,970 Series C and 238,260 Series D, which account for the difference between the Order’s count of 58,896,002 Series C shares and the register), are treated as cancelled under ¶ 212,. Series A (7,488,730 shares) and Series E (23,000,000 shares), issued to Dr. Passley, are presented as outstanding because the Order makes no finding as to their consideration, pending the custodian’s determination with counsel; if cancelled, $304,887 of par value would move to additional paid-in capital, with no effect on total equity. Series A is convertible at the holder’s option into 60% of the outstanding common stock (9.99% beneficial-ownership limit) and Series E into 15%, all at once, with dividends contingent on revenue and income thresholds.

Common Stock

Authorized common stock is 11,000,000,000 shares of $0.001 par value (increased in July 2025 with the approval of Epazz, Inc. as majority voting holder; validity following the Order not determined). Shares outstanding after the cancellations:

 

Shares

Order

Outstanding at December 31, 2025 as previously recorded (pre-split)

10,949,226,791

105, 124

Cancelled: Galaxy Batteries, Inc. purchase (Epazz, Inc.), August 14, 2025

(10,000,000,000)

¶ 3

Cancelled: Stock Compensation Agreement (Dr. Passley), January 29, 2025

(300,000,000)

13

Cancelled: issued to Dr. Passley during the custodianship before 2025

(79,000,000)

121, 212

Cancelled: Management Services Agreement (Epazz, Inc.), January 29, 2025

(66,000,000)

213

Cancelled: issued to Epazz, Inc. on November 13, 2020

(50,000,000)

78, 212

Cancelled: issued to Epazz, Inc. on conversion of VW Win note, September 24, 2021

(50,000,000)

86, 213

Cancelled: GG Mars Capital, Inc., Star Financial Corporation and Passley family members

(36,210,843)

78, 212

Outstanding at December 31, 2025, as restated

368,015,948

 

Issued May 19, 2026 to Maxim Group (91,244 post-split shares at the pre-split equivalent)

109,492,800

 

Outstanding at June 30, 2026

477,508,748

 

 

On May 19, 2026 the Company issued 91,244 post-split shares (109,492,800 pre-split equivalent) to Maxim Group Partners, LLC for investment banking services, valued at $620,459 (Note 3); the shares are not addressed by the Order, were issued after the stay of share issuances found by the Court (¶¶ 91–92), and their status was raised in the motion for clarification (Note 14). The 30,000,000 shares issued to Cloud Builder, Inc. were cancelled on April 1, 2025, before the Order. The count above does not treat as cancelled 100,400 shares Dr. Passley bought in the market before his appointment; includes 516,270 shares issued in November 2020 on a


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Series A conversion the Court found contrary to the Articles (¶ 64); and deducts 50,000,000 shares issued to Epazz, Inc. in November 2020 that were transferred before the split and are held by transferees required by the Order to surrender them, so the register shows about that many more pre-split shares than the restated count. The final count will be determined when the register is conformed to the Order. Shares outstanding were 477,508,748 at June 30, 2026 and 368,015,948 at December 31, 2025, as restated.

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

1,602,418

890,186

ZenaTech, Inc. and subsidiaries

Short-term advance / affiliate payable (receivable), net

(29,124)

2,200

Total short-term advances from affiliates

 

1,573,294

892,386

 

The advances are cash advanced to the Company (including the funds used to buy the condominium units) and costs paid on its behalf, non-interest-bearing with no fixed terms; net advances were $659,518 in the six months ended June 30, 2026 ($100 in 2025) plus $21,390 of real estate cost paid directly. The Epazz, Inc. notes and $479,565 of management fees under the voided Management Services Agreement have been derecognized (Note 2);  The custodian has not completed his analysis of the balance advanced before 2025, within which any fees or mark-ups under the voided agreement would not be payable. The advances cannot be expected to continue. The January 2025 Stock Compensation Agreement (300,000,000 shares to Dr. Passley, $391,575) and Management Services Agreement (66,000,000 shares to Epazz, Inc., $86,147), the Ecker sale and the Galaxy purchase were related-party transactions declared void (Notes 2 and 6). After the cancellations these parties hold no common stock other than the 100,400 shares noted in Note 11, and Dr. Passley holds the Series A and E preferred stock presented as outstanding; under the Order they may not serve as officers or directors.

Jacob Sherman, successor custodian from October 6, 2026, is associated with Cloud Builder, Inc. (holder of the $25,961 note and of 7,700,000 Series C shares treated as cancelled; former holder of 30,000,000 common shares cancelled in April 2025; holder of convertible notes issued by Dr. Passley), is the son of James A. Sherman, CPA, whose firm Advocate CPA, Inc. holds the $21,000 demand note and served the Company and Dr. Passley, and is President of Jennings Family Investments, Inc., lender under the convertible note approved by the Court on October 15, 2026 (Note 16). The Court noted its concern about his relationship with Dr. Passley but was not persuaded that he is not independent. He serves without compensation.

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

(715,967)

11,189

(732,925)

(4,644)

Weighted average shares outstanding — Basic

419,754,304

368,015,948

394,028,050

382,933,075

Basic earnings (loss) per share

(0.00)

0.00

(0.00)

(0.00)

Weighted average shares outstanding — Diluted

419,754,304

368,015,948

394,028,050

382,933,075


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Diluted earnings (loss) per share

(0.00)

0.00

(0.00)

(0.00)

 

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 30,000,000 shares cancelled on April 1, 2025. The Series A and E preferred stock (convertible into 60% and 15% of the outstanding common stock) is anti-dilutive in the loss periods and does not change the diluted amount of $0.00 for the three months ended June 30, 2025; there are no other potentially dilutive securities.

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 $579,100, Mr. Stokes’ claim disallowed, the Company’s claims against Meridian, Mr. Stokes, Ari Zieger and Kenneth Mayeaux denied and the 2017 share issuances to Mr. Stokes and Meridian confirmed. Attorney fees and costs are reserved (¶ 133); a loss is reasonably possible and cannot be estimated. Dr. Passley’s motion for clarification of August 24, 2026 and later emergency motion were disposed of as moot, the latter by the Court on October 15, 2026 and the former per the Company’s counsel; his petition to the Supreme Court of Nevada (Case No. 93419) for writs against the remedies in the Order remained pending at the date of this report, with no stay granted. If the Order is stayed, modified or vacated, the restatement could change materially.

The Company has not determined whether it has any obligation for Ecker’s liabilities on the return of the membership interests (Note 6). Epazz, Inc., ZenaTech, Inc., other counterparties and stockholders who acquired shares during the custodianship may assert claims arising from the voided transactions, and the Company may assert claims against them. The Company did not file this report and certain Forms 8-K when due and may be subject to regulatory action, loss of its OTC quotation or deregistration. No amounts are recognized for these matters (ASC 450). There were no capital commitments at either date.

15.  INCOME TAXES

No income tax expense or benefit was recorded. The Company had net operating loss carryforwards of approximately $2,840,392 at December 31, 2025 before the restatement; a full valuation allowance is provided against deferred tax assets because their realization is not more likely than not, so the restatement has no tax effect. The tax effect of the voided transactions has not been determined. No tax examinations are in progress and there are no uncertain tax positions.

16.  SUBSEQUENT EVENTS

The Company has evaluated subsequent events through October 21, 2026, the date these financial statements were issued. The Order of August 11, 2026 is described in Note 2. Subsequent events are:

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 $250,000 of


20


 

approved reporting-compliance costs paid directly to vendors against a budget of $58,950; 8% simple interest; twelve-month maturity; unsecured; convertible at 75% of the last bid price, no floor, 9.99% beneficial-ownership limit. No advance had been made at the date of this report. The Court also denied Dr. Passley’s emergency motion as moot (Note 14). The Company engaged Bansal & Co LLP to review the interim financial information in this report and Anuj G & Co. to assist in its preparation, and filed a Form 8-K reporting the auditor resignation, the non-reliance and the change of custodian; the engagement of Bansal & Co LLP was reported on a further Form 8-K filed October 19, 2026.

No other events requiring recognition or disclosure occurred after June 30, 2026.


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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.


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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;


24


 

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.


25


 

 

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


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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)


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