GTLL

MKT CAP $1.5MP/E —DIV YIELD —FCF YIELD —REV TTM −$900K −134.4%NET INCOME −$537KNET CASH —52W 0.00 – 0.00SEC XBRL · TTM TO Invalid Date

How GTLL rewrote its risk factors

10-K ITEM 1A · FY2024 → FY2025

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New in FY2025

As of June 30, 2025, we had an accumulated deficit of $167,555,637 and stockholders’ deficiency of $1,153,279.
Future losses are likely to occur until we are able to achieve sustained revenue growth through the expansion and successful operation of our existing subsidiaries.
While management believes these subsidiaries present opportunities for growth, there can be no assurance that such expansion will generate sufficient revenues in the near term to cover our operating expenses.
If we are unable to scale our operations and achieve profitability, we may be required to seek additional capital through equity or debt financings, which could dilute existing shareholders or increase our financial risk.
As a result of these, among other factors, we received from our registered independent public accountants in their report for the financial statements for the years ended June 30, 2025 and 2024, an explanatory paragraph stating that there is substantial doubt about our ability to continue as a going concern.
See “Directors and Executive Officers” (page 65 below).
Based on that evaluation, management concluded that our internal control over financial reporting was not effective as of June 30, 2025 and 2024 for the reasons discussed below: Management identified the following material weakness and significant deficiencies in its assessment of the effectiveness of internal control over financial reporting as of June 30, 2025: ● The Company did not maintain effective controls over certain aspects of the financial reporting process because we lacked personnel with accounting expertise and an adequate supervisory review structure that is commensurate with our financial reporting requirements. ● Material Weakness – Inadequate segregation of duties.
We anticipate the need to raise approximately $500,000 in additional capital to fund our operations through June 30, 2026.
The Company expects to use these proceeds primarily to support public company compliance requirements and to scale the operations of its active subsidiaries, Primecare Supply, LLC and GTLL Advisory Group, LLC.
There can be no assurance that the Company will be successful in raising the required funds or that it will generate sufficient revenue to sustain operations during this period.
We estimate that it will cost approximately $200,000 annually to maintain the proper management and financial controls for our filings required as a public reporting company.
Geopolitical risks continue to pose potential challenges to the global economy and capital markets.
Ongoing conflicts—including the wars in Ukraine and the Middle East—as well as rising tensions involving China, Taiwan, and the South China Sea, have increased global uncertainty.
In addition, renewed instability in certain regions of Eastern Europe and the Middle East, along with the potential for cybersecurity threats and energy supply disruptions, may continue to affect global trade, supply chains, and investor confidence.
The uncertain nature, magnitude, and duration of these geopolitical events, as well as the impact of related economic sanctions, trade restrictions, or retaliatory actions, could contribute to continued market volatility and adversely impact macroeconomic factors that affect the Company’s business operations, supply partners, customers, and access to capital.
Additionally, competitors operating in regions with less inflationary pressure may be able to compete more effectively, which could further impact our ability to increase prices and/or result in lost sales.
Risks Associated with the Start-Up Operations of Primecare Supply, LLC and GTLL Advisory Group, LLC The markets in which Primecare Supply, LLC (“Primecare Supply”) and GTLL Advisory Group, LLC (“GTLL Advisory”) operate are new, rapidly evolving, and highly competitive.
Both subsidiaries are in early-stage development, and their success depends on the adoption and continued demand for innovative, technology-driven solutions within the healthcare, wellness, and business advisory sectors.
Because these markets are still forming and subject to ongoing change, it is difficult to forecast demand, pricing, and long-term sustainability of our business model.
Primecare Supply operates within the 503B pharmaceutical procurement and medical clinic supply chain space, while GTLL Advisory focuses on business transformation and operational consulting for medical spas, clinics, and other health and wellness businesses.
Each faces competition from well-established providers with greater financial and operational resources, as well as from emerging technology platforms and consulting firms targeting similar markets.
Management believes the success of both subsidiaries will depend on our ability to: ● Effectively market our technology and consulting solutions to drive adoption and recurring transactions; ● Maintain compliance with evolving healthcare and data privacy regulations; ● Adapt to changing market conditions and customer needs; and ● Demonstrate measurable value and results for our clients.
Given the start-up nature of these subsidiaries, it is uncertain whether our offerings will achieve and sustain meaningful market adoption.
Negative publicity or lack of customer confidence in technology-enabled healthcare procurement or advisory solutions could limit acceptance of our model.
The U.S. healthcare and wellness industries continue to undergo significant structural change, consolidation, and regulatory oversight.
Shifts in healthcare spending, technology innovation, or the emergence of alternative business models could reduce demand for our services and require us to adjust our strategy or technology platforms.
Failure to anticipate or respond to these changes in a timely and cost-effective manner could adversely affect our business, financial condition, and results of operations.
Risks Related to Primecare Supply, LLC and GTLL Advisory Group, LLC Risks Related to Our Markets and Business Models ● Uncertain demand and evolving market conditions may impact our ability to scale operations.
Primecare Supply and GTLL Advisory operate in emerging and rapidly evolving markets.
Demand for technology-enabled procurement solutions and business advisory services in the health and wellness sector is still developing, and market adoption may occur more slowly than anticipated. ● The healthcare and wellness industries are undergoing significant regulatory and structural change.
Frequent changes in federal and state healthcare regulations, licensing standards, and 503B pharmaceutical oversight could increase compliance costs or restrict product availability, directly impacting Primecare Supply’s operations.
Similarly, GTLL Advisory’s services may be affected by shifting privacy, data security, and professional practice regulations. ● Competition is intense, and larger or better-capitalized competitors could reduce our market share.
Primecare Supply faces competition from 503B manufacturers selling directly to clinics, established distributors, and new technology-driven entrants.
GTLL Advisory competes with numerous consulting and marketing firms targeting medical spas and wellness clinics.
Many competitors have stronger financial resources, broader client networks, and greater brand recognition. ● Our success depends on our ability to demonstrate measurable results and build client trust.
Both subsidiaries rely heavily on reputation and referral-based growth.
If customers do not perceive our services as valuable or if we fail to deliver consistent results, market acceptance could decline.
Competitive and Technological Risks The markets in which Primecare Supply, LLC (“Primecare Supply”) and GTLL Advisory Group, LLC (“GTLL Advisory”) operate are highly competitive, rapidly evolving, and influenced by continuous technological change.
Competitive platforms, emerging technologies, or new service models for procurement, data management, or business advisory solutions could reduce demand for our offerings or render certain aspects of our business model less relevant.
Our ability to achieve strategic objectives depends on our capacity to: ● Maintain reliable, efficient, and compliant procurement operations through the Sinq Ops software platform; ● Deliver business advisory services that demonstrate measurable financial and operational improvement; ● Provide comprehensive and cost-effective offerings that are accessible and easy to use; and ● Keep pace with evolving technologies, regulatory standards, and customer expectations.

and 30 more.

Gone since FY2024

As of June 30, 2024, we had an accumulated deficit of $166,666,296 and stockholders’ equity of $1,532,471.
Future losses are likely to occur as, until we are able to merge with another entity with experienced management and opportunities for growth in return for shares of our common stock to create value for our shareholders as we have no sources of income to meet our operating expenses.
As a result of these, among other factors, we received from our registered independent public accountants in their report for the financial statements for the years ended June 30, 2024 and 2023, an explanatory paragraph stating that there is substantial doubt about our ability to continue as a going concern.
Because our former sole officer and director controls our voting activities, he may cause us to act in a manner that is most beneficial to himself and not to other shareholders which could cause us not to take actions that outside investors might view favorably.
Our former sole officer and director, has voting authority for approximately ninety percent (90%) of our outstanding voting stock.
As a result, he effectively controls all matters requiring stockholder approval, including the election of directors, the approval of significant corporate transactions, such as mergers and related party transactions.
These insiders also have the ability to delay or perhaps even block, by their ownership of our stock, an unsolicited tender offer.
This concentration of ownership could have the effect of delaying, deterring or preventing a change in control of our company that you might view favorably.
See “Directors and Executive Officers” (page 68 below).
Based on that evaluation, management concluded that our internal control over financial reporting was not effective as of June 30, 2024 and 2023 for the reasons discussed below: Management identified the following material weakness and significant deficiencies in its assessment of the effectiveness of internal control over financial reporting as of June 30, 2024: ● The Company did not maintain effective controls over certain aspects of the financial reporting process because we lacked personnel with accounting expertise and an adequate supervisory review structure that is commensurate with our financial reporting requirements. ● Material Weakness – Inadequate segregation of duties.
We anticipate the need to raise approximately $2,000,000 in capital to fund our operations through June 30, 2025.
We expect to use these cash proceeds, primarily to expand the operations of our subsidiaries, 10 Fold Services and GOe3.
We cannot guarantee that we will be able to raise these required funds or generate sufficient revenue to remain operational.
We estimate that it will cost approximately $100,000 annually to maintain the proper management and financial controls for our filings required as a public reporting company.
Geopolitical risks, such as those associated with Russia’s invasion of Ukraine, could result in a decline in the outlook for the U.S. and global economies.
The uncertain nature, magnitude, and duration of hostilities stemming from Russia’s recent military invasion of Ukraine, and the ongoing conflict between Israel and Hamas, including the potential effects of sanctions and retaliatory cyber-attacks on the world economy and markets, have contributed to increased market volatility and uncertainty, and such geopolitical risks could have an adverse impact on macroeconomic factors which affect our businesses, as well as our access to capital.
Additionally, competitors operating in regions with less inflationary pressure may be able to compete more effectively, which could further impact our ability to increases prices and/or result in lost sales.
Risks Associated with the Acquisition of 10 Fold Services, LLC The market for our model and services is new, rapidly evolving, and increasingly competitive, as the healthcare industry in the United States is undergoing significant structural change and consolidation, which makes it difficult to forecast demand for our solutions.
The market for our model is new, rapidly evolving and increasingly competitive.
We are expanding our business by offering technology-driven access to consultation and treatment options for new conditions, including the utilization and integration of artificial intelligence in our offerings, but it is uncertain whether our offerings will achieve and sustain high levels of demand and market adoption.
Our future financial performance depends in part on growth in this market, our ability to market effectively and in a cost-efficient manner, and our ability to adapt to emerging demands of existing and potential customers and the evolving regulatory landscape.
It is difficult to predict the future growth rate and size of our target market.
Negative publicity concerning telehealth generally, our offerings, customer success on our platform, or our market as a whole could limit market acceptance of our business model and services.
If our customers do not perceive the benefits of our offerings, or if our offerings do not drive customer use and enrollment, then our market and our customer base may not continue to develop, or they may develop more slowly than we expect.
Our success depends in part on the willingness of Providers and healthcare organizations to partner with us, increase their use of telehealth, and our ability to demonstrate the value of our technology to Providers, as well as our existing and potential customers.
If Providers, healthcare organizations or regulators work in opposition to us or if we are unable to reduce healthcare costs or drive positive health outcomes for our customers, then the market for our services may not continue to develop, or it might develop more slowly than we expect.
Similarly, negative publicity regarding customer confidentiality and privacy in the context of telehealth and artificial intelligence could limit market acceptance of our business model and services.
The healthcare industry in the United States is continually undergoing or threatened with significant structural change and is rapidly evolving.
We believe demand for our offerings has been driven in part by rapidly growing costs in the traditional healthcare system, difficulties accessing the healthcare system, patient stigma associated with sensitive medical conditions, the movement toward patient-centricity and personalized healthcare, advances in technology, and general movement to telehealth.
Widespread acceptance of personalized healthcare enabled by technology is critical to our future growth and success.
A reduction in the growth of technology-enabled personalized healthcare could reduce the demand for our services and result in a lower revenue growth rate or decreased revenue.
Additionally, the majority of our revenue is driven by products and services offered through our platform on a subscription basis, and the adoption of subscription business models is still relatively new, especially in the healthcare industry.
If customers do not shift to subscription business models and subscription health management tools do not achieve widespread adoption, or if there is a reduction in demand for subscription products and services or subscription health management tools, our business, financial condition, and results of operations could be adversely affected.
Additionally, if healthcare or healthcare benefits trends shift or entirely new technologies are developed that replace existing offerings, our existing or future products or services could be rendered obsolete and require that we materially change our technology or business model.
If we are unable to do so, our business could be adversely affected.
In addition, we may exper ience difficulties with software development, industry standards, design or marketing that could delay or prevent our development, introduction, or implementation of new options on our platform and any enhancements thereto.
Any such difficulties may have an adverse effect on our business, financial condition, and results of operations.
Competitive platforms or other technological breakthroughs for the monitoring, management, treatment, or prevention of medical conditions may adversely affect demand for our offerings.
Our ability to achieve our strategic objectives will depend, among other things, on our ability to enable fast and efficient telehealth consultations, maintain comprehensive and affordable offerings, ensure the successful operation of our Affiliated Pharmacies, and deliver an accessible and reliable platform that is more appealing and user-friendly than available alternatives.
Our competitors, as well as a number of other companies and providers, within and outside the healthcare industry, are pursuing new devices, delivery technologies, sensing technologies, procedures, treatments, drugs, and other therapies for the monitoring and treatment of medical conditions.

and 93 more.

Sentence-level comparison of Item 1A in the two most recent 10-Ks (FY2024 ↗, FY2025 ↗). A reworded sentence counts as one dropped and one added, so heavy edits read as low “kept”. Headings and page furniture are stripped; nothing is summarised by a model.

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