SecProbe.io

United States securities and exchange commission logo
February 9, 2023
Dana Green
Chief Executive Officer
GlobalTech Corporation
3550 Barron Way, Suite 13a
Reno, Nevada 89511
Re:GlobalTech Corporation
Amendment No. 3 to Registration Statement on Form 10-12G
Filed January 11, 2023
File No. 000-56482
Dear Dana Green:
            We have reviewed your filing and have the following comments.  In some of our
comments, we may ask you to provide us with information so we may better understand your
disclosure.
            Please respond to these comments within ten business days by providing the requested
information or advise us as soon as possible when you will respond.  If you do not believe our
comments apply to your facts and circumstances, please tell us why in your response.
            After reviewing your response and any amendment you may file in response to these
comments, we may have additional comments.
Amendment No. 3 to Registration Statement on Form 10
Cover Page
1.We note your response to prior comment 14. Please identify the controlling shareholder
on the cover page.
Business
Corporate Structure, page 5
2.We note from WorldCall Telecom Limited’s September 30, 2022 Quarterly Report that
Worldcall Services (Private) Limited and Ferret Consulting F.Z.C. own 854.9M and
313.1M shares, respectively, of WorldCall Telecom Limited’s total shares outstanding of
3.2B as of September 30, 2022.  Please reconcile this disclosure to the corporate structure
presented in your filing.

 FirstName LastNameDana Green
 Comapany NameGlobalTech Corporation
 February 9, 2023 Page 2
 FirstName LastNameDana Green
GlobalTech Corporation
February 9, 2023
Page 2
Risk Factors
Operational Risks
As a holding company with operating subsidiaries, we depend on the performance of
WorldCALL Public..., page 17
3.We note your response to prior comment 6 indicating that there are no restrictions on
dividends or payments to holding companies.  However, your disclosure that you are
required to obtain consent for such dividends or payments from the State Bank of Pakistan
conflicts with that representation. Please revise to address this inconsistency.
Management's Discussion and Analysis of Financial Condition and Results of Operations
Summary Table for Services offered, page 34
4.We note your revised disclosure indicating that as you convert your HFC plants to FTTH
over the next 36 months, you will shut down your HFC plants.  Tell us and disclose the
impact that this expectation had on your assessment of the recoverability and useful lives
of property, plant and equipment and any related long-lived assets.  Refer to ASC 360-10-
35.
Results of Operations, page 36
5.We reissue and clarify prior comment 12.  When you discuss or present the non-GAAP
measure of Adjusted EBITDA, please revise to consistently present the most directly
comparable GAAP measure of net loss with equal or greater prominence.  For example,
you discuss Adjusted EBITDA in the second paragraph without discussing net loss, the
first table on page 36 does not include net loss, and you discuss how Adjusted EBITDA
and loss from operations were impacted by the decline in revenue without discussing how
net loss was impacted.  Refer to Item 10(e)(1)(i)(A) of Regulation S-K and Question
102.10(a) of the Compliance and Disclosure Interpretations for Non-GAAP Financial
Measures.
Interim Period, page 37
6.We note your response to prior comment 13. We also note your disclosure that your
planned blockchain network would be enabled for offering services targeting education,
logistics, and financial services (through partners). With a view toward providing
investors additional insight into your prospective operations, please explain the intended
purpose of the network and how you will monetize it.
Liquidity and Capital Resources, page 38
7.We note that financial support of the parent company and continued access to debt/capital
markets are sources of cash supporting your assertion that you believe you will have
sufficient funds to meet your debt obligations and satisfy your cash requirements.  Please
revise to elaborate on the types of financing that is, or reasonable likely to be, available

 FirstName LastNameDana Green
 Comapany NameGlobalTech Corporation
 February 9, 2023 Page 3
 FirstName LastNameDana Green
GlobalTech Corporation
February 9, 2023
Page 3
and provide a discussion and analysis of the amounts or ranges involved, the nature and
the terms of the financing, other features of the financing and plans, and the impact on
your cash position and liquidity.  Refer to Item 303(b)(1) of Regulation S-K and Section
IV.B.2 of SEC Release 33-8350, Commission Guidance Regarding Management’s
Discussion and Analysis of Financial Condition and Results of Operations.
Cash flows from operating, investing, and financing Activities, page 38
8.Please revise to also discuss your cash flows for the nine months ended September 30,
2022 and 2021.  Refer to Item 303(c) of Regulation S-K.  In addition, update your
discussion of cash flows from operating and investing activities as a result of the revisions
made to the statements of cash flows in response to prior comment 17.
Executive Compensation, page 50
9.Please revise to include executive compensation disclosure for the fiscal year ended
December 31, 2022.
GlobalTech Corporation
Consolidated Balance Sheets as of 31 December 2021 and 2020, page F-3
10.We note the adjustments made to stockholders’ equity.  Please revise to label your balance
sheets as restated and provide the disclosures required by ASC 250-10-50-7.  Also provide
corresponding disclosures related to your balance sheet as of September 30, 2022.
Consolidated Statement of Shareholders' Equity for the years ended 31 December 2021 and
2020, page F-7
11.We note the adjustments made to your statement of stockholders’ equity.  Please revise to
label the statement as restated and provide the disclosures required by ASC 250-10-50-7.
Also provide corresponding disclosures related to your statement of stockholders’ equity
for the nine months ended September 30, 2022 and 2021.
Notes to the Consolidated Financial Statements
Note 1. Organization and Business, page F-8
12.Your response to prior comment 18 indicates that the Plan and Agreement of
Reorganization was accounted for with both EBI and WHI as the legal acquirer and
accounting acquirer.  Please clarify your response.
13.We note from your response to prior comment 18 that the Plan and Agreement of
Reorganization have been accounted for as a reverse acquisition.  As such, revise to
provide the disclosures in ASC 805-10-50, ASC 805-20-50, and ASC 805-30-50 related to
the acquisition of the accounting acquiree.
14.You indicate in response to prior comment 18 that the fair value of WHI’s shares was
reliably measured using its net assets book value.  The consideration transferred in a

 FirstName LastNameDana Green
 Comapany NameGlobalTech Corporation
 February 9, 2023 Page 4
 FirstName LastNameDana Green
GlobalTech Corporation
February 9, 2023
Page 4
business combination should be measured at fair value of the equity transferred that is
more reliably measurable according to ASC 805-30-30-2, 30-3, and 30-7.  Please revise
your calculation of the consideration transferred based on its fair value as determined in
accordance with ASC 820.  Tell us whether there was a quoted market price for the shares
or a quoted market price of shares with similar characteristics or explain the valuation
technique used.
15.We note from your response to prior comment 18 that you cannot reliably measure the
right of WHI shareholders to return the shares issued in the transaction.  As previously
requested, please address how you have accounted for this right in purchase accounting.
Note 2. Basis of Preparation of Consolidated Financial Statements
Significant Accounting Policies, page F-9
16.We note the revised disclosure in response to prior comment 22.  You indicate that loans
and advances and long-term loans and other assets are carried at fair value.  Revise to
include the disclosures required by ASC 820-10-50.
Note 3. Acquisitions, page F-14
17.We reissue and clarify prior comment 23.  Please explain the accounting for the
acquisitions of Ferret Consulting, WSL, and WTL.  In this regard, we note from the
diagram on page 5 that WTL is a partially-owned subsidiary of Ferret Consulting and
WSL and you indicate here that the date of acquisition of WTL was October 18, 2017,
however you indicate that Ferret Consulting and WSL were not acquired until November
30, 2021.  We further note from your response to prior comment 25 that Ferret Consulting
and WSL purchased the shares of WTL from OmanTel.  As such, explain how you
acquired WTL before the acquisition of its parents.  As part of your response, also tell us
why the financial statements appear to reflect the historical financial statements of WTL
for all periods presented.
18.We note your response to prior comment 24.  As previously requested, please separately
disclose of the items that comprise other non-current assets.  Also disclose each of the
major classes of liabilities assumed for each of the acquisitions.  Refer to ASC 805-20-50-
1(c).
19.Refer to your response to prior comment 24.  Explain to us how you determined that there
were no identifiable intangible assets acquired in any of these business combinations.  Tell
us the qualitative factors that make up the goodwill recognized, and provide the disclosure
required by ASC 805-30-50-1(a).  In this regard, we note from your disclosure on page
33, for example, that “WorldCall Public is one of the oldest operators in Pakistan and has
good brand recognition for its current portfolio of services.”  Refer to ASC 805-20-55-2
through 55-45.  In addition, tell us how WTL’s fiber network that was valued at
approximately $40 million, as noted from your response to prior comment 25, was
considered in your purchase price allocation.

 FirstName LastNameDana Green
 Comapany NameGlobalTech Corporation
 February 9, 2023 Page 5
 FirstName LastNameDana Green
GlobalTech Corporation
February 9, 2023
Page 5
20.For the Ferrett Consulting acquisition, please revise to provide the disclosures required by
ASC 805-30-50-1(f), including a description of the reasons why the transaction resulted in
a gain.
21.We reissue and clarify prior comment 25. Please explain how you determined the fair
value of shares issued as purchase consideration for each of your acquisitions.  Provide an
explanation of the significant estimates, assumptions, and methodology used in the
valuation.  As part of your response, explain why the per share fair value was different for
the Ferret Consulting and WSL acquisitions that were both consummated on the same
date.
Note 18. Preferred Stocks, page F-31
22.We note the revised disclosure in response to prior comment 26 indicating that the
preference shares were issued on July 25, 2013.  You also disclose that the preference
shares will be mandatorily converted into ordinary voting common shares on the 5th
anniversary.  Please explain and disclose why it does not appear that the conversion
occurred.
Note 20. Net Revenue, page F-32
23.We note your revised disclosures in response to prior comment 27.  As previously
requested, please revise to ensure you clarify when the goods and services are consider to
be delivered.  Refer to ASC 606-10-25-23 through 25-26.  In this regard, your revised
disclosure that revenue is recognized “at the time when the Company transfers promised
good or service and a customer obtains control of that asset” is insufficient.  That is,
disclose whether the performance obligation is satisfied over time, and if so over what
period, or at a point in time, and if so at what point in time.
24.We reissue prior comment 28, in part.  For cable TV and internet services, you indicate
that the connection and membership fee is recognized at the time of sale of connection.
 Please explain how you determined the fee relates to a distinct performance obligation.
Refer to ASC 606-10-55-50 to 55-53.
25.We note your revised disclosure and response to prior comment 28 indicating that the
non-refundable upfront connection and membership fee creates a material right to the
customer.  Tell us and disclose how you account for this material right.  Refer to ASC
606-10-55-41 to 55-45.
Note 23. Taxation, page F-35
26.We reissue and clarify prior comment 29, in part.  Please clarify whether or not you have
established a valuation allowance.  In this regard, we note your disclosure on page F-6 that
you have recorded a valuation allowance against the tax benefit from foreign currency
translation adjustments.  However, we note your table of the components of deferred
income taxes does not include a valuation allowance.

 FirstName LastNameDana Green
 Comapany NameGlobalTech Corporation
 February 9, 2023 Page 6
 FirstName LastName
Dana Green
GlobalTech Corporation
February 9, 2023
Page 6
27.We note your revised disclosures in response to prior comment 29.  Further revise to
include a reconciliation of your statutory tax rate to the effective tax rate and disclosures
regarding unrecognized tax benefits.  Refer to ASC 740-10-50-12, 50-15, and 50-15A.
Condensed Consolidated Statement of Cash Flows, page F-39
28.We note the adjustments made to the statements of cash flows for the nine months ended
September 30, 2022 and 2021 in response to prior comment 17.  Please revise to label the
statements as restated and provide the disclosures required by ASC 250-10-50-7.  Please
also correct the total amount of the net decrease in cash and cash equivalents for the nine
months ended September 30, 2021.
            We remind you that the company and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence of
action by the staff.
            You may contact Melissa Walsh, Senior Staff Accountant, at 202-551-3224 or Stephen
Krikorian, Accounting Branch Chief, at 202-551-3488 if you have questions regarding
comments on the financial statements and related matters. Please contact Kyle Wiley, Staff
Attorney, at 202-344-5791 or Josh Shainess, Legal Branch Chief, at 202-551-7951 with any
other questions.
Sincerely,
Division of Corporation Finance
Office of Technology
cc:       Sean Neahusan