Filing Details

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

 

SCHEDULE 13D

UNDER THE SECURITIES EXCHANGE ACT OF 1934

 

(Amendment No. __)*

 

GLOBALTECH CORPORATION

(Name of Issuer)

 

Common Stock, $0.0001 par value per share

(Title of Class of Securities)

37892L106

(CUSIP Number)

 

Dana Green

3550 Barron Way Suite 13a Reno, Nevada 89511

(775) 624-4817

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

December 31, 2022

(Date of Event which Requires Filing of this Statement)

 

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. ☐

 

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See §240.13d-7 for other parties to whom copies are to be sent.

 

* The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

 

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

 

 

 

CUSIP No. 37892L106

Schedule 13D

Page 2 of 8

 

1.	Name of Reporting Person   Dana Green
2.	Check the Appropriate Box if a Member of a Group. (a) ☒ (b) ☐
3.	SEC Use Only
4.	Source of Funds   OO
5.	Check if Disclosure of Legal Proceedings is Required Pursuant to Item 2(d) or 2(e).   ☐
6.	Citizenship or Place of Organization   United States

 

Number of Shares Beneficially Owned by Each Reporting Person With	7.	Sole Voting Power   438,892 shares(1)
	8.	Shared Voting Power   9,219,860 shares
	9.	Sole Dispositive Power   438,892 shares(1)
	10.	Shared Dispositive Power   9,219,860 shares

 

11.	Aggregate Amount Beneficially Owned by Each Reporting Person   9,658,752 shares(1)
12.	Check if the Aggregate Amount in Row (11) Excludes Certain Shares.   ☐
13.	Percent of Class Represented by Amount in Row (11)   6.9%*
14.	Type of Reporting Person   IN

 

* All percentages are based on 139,833,391 shares of Common Stock outstanding as of June 24, 2024, as confirmed by the Issuer’s transfer agent on such date.

(1) Includes 400,000 shares of Common Stock issuable upon exercise of the Options (defined below), which have vested as of the date of this filing or which vest within 60 days hereof.

 

 

 

CUSIP No. 37892L106

Schedule 13D

Page 3 of 8

 

1.	Name of Reporting Person   Entrada Enterprises LLC
2.	Check the Appropriate Box if a Member of a Group. (a) ☒ (b) ☐
3.	SEC Use Only
4.	Source of Funds   OO
5.	Check if Disclosure of Legal Proceedings is Required Pursuant to Item 2(d) or 2(e).   ☐
6.	Citizenship or Place of Organization   Nevada

 

Number of Shares Beneficially  Owned by Each Reporting Person With	7.	Sole Voting Power   -0- shares
	8.	Shared Voting Power   9,219,860 shares
	9.	Sole Dispositive Power   -0- shares
	10.	Shared Dispositive Power   9,219,860 shares

 

11.	Aggregate Amount Beneficially Owned by Each Reporting Person   9,219,860 shares
12.	Check if the Aggregate Amount in Row (11) Excludes Certain Shares.   ☐
13.	Percent of Class Represented by Amount in Row (11)   6.6%*
14.	Type of Reporting Person   OO

 

* All percentages are based on 139,833,391 shares of Common Stock outstanding as of June 24, 2024, as confirmed by the Issuer’s transfer agent on such date. 

 

 

 

CUSIP No. 37892L106

Schedule 13D

Page 4 of 8

 

Item 1. Security and Issuer

 

This Statement relates to the common stock, $0.0001 par value per share (the “Common Stock”), of GlobalTech Corporation, a Nevada corporation (the “Issuer” or the “Company”). The principal executive offices of the Issuer are located at 3550 Barron Way Suite 13a, Reno, Nevada 89511.

 

Item 2. Identity and Background

 

(a) This Statement is being filed by Dana Green and Entrada Enterprises LLC (“Entrada”), each a “Reporting Person” and collectively the “Reporting Persons”.

 

Dana Green (“Mr. Green”) serves as Manager of Entrada and as such, Mr. Green is deemed to beneficially own the securities held by Entrada.

 

(b) Mr. Green’s and Entrada’s business address is 2620 South Maryland Parkway, #14-478, Las Vegas, Nevada 89109.

 

(c) Mr. Green’s principal business occupation is the Chief Executive Officer of the Issuer.

 

Entrada is a Nevada limited liability company which is an investment company.

 

(d) No Reporting Person has, during the last five years, been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors).

 

(e) No Reporting Person has, during the last five years, been party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.

 

(f) Mr. Green is a citizen of the United States. Entrada is a Nevada limited liability company.

 

Item 3. Source and Amount of Funds or Other Consideration

 

The 9,219,860 shares were issued in connection with founding the Company.

 

On December 14, 2021, the Issuer granted Mr. Green options to purchase 1,000,000 shares of common stock with an exercise price of $0.0001 per share, which vest at the rate of 1/5^th of such options on January 1, 2023, and each anniversary thereafter, subject to Mr. Green’s continued service with the Issuer (the “Options”).

 

Item 4. Purpose of the Transaction

 

The information set forth in Item 3 is hereby incorporated by reference into this Item 4.

 

The Reporting Persons acquired the securities for investment purposes. In the future, depending on general market and economic conditions affecting the Issuer and other relevant factors, the Reporting Persons may purchase additional securities of the Issuer or dispose of some or all of the securities they currently own from time to time in open market transactions, private transactions (including gifts) or otherwise.

 

 

 

CUSIP No. 37892L106

Schedule 13D

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Except as may occur in the ordinary course of business of the Issuer, the Reporting Persons do not currently have any plans or proposals which relate to or would result in the following described:

 

(a) The acquisition by any person of additional securities of the Issuer, or the disposition of securities of the Issuer;

 

(b) An extraordinary corporate transaction, such as a merger, reorganization or liquidation, involving the Issuer or any of its subsidiaries;

 

(c) A sale or transfer of a material amount of assets of the Issuer or any of its subsidiaries;

 

(d) Any change in the present board of directors or management of the Issuer, including any plans or proposals to change the number or term of directors or to fill any existing vacancies on the board;

 

(e) Any material change in the present capitalization or dividend policy of the Issuer;

 

(f) Any other material change in the Issuer’s business or corporate structure, including but not limited to, if the Issuer is a registered closed-end investment company, any plans or proposals to make any changes in its investment policy for which a vote is required by section 13 of the Investment Company Act of 1940;

 

(g) Changes in the Issuer’s charter, bylaws or instruments corresponding thereto or other actions which may impede the acquisition of control of the Issuer by any person;

 

(h) Causing a class of securities of the Issuer to be delisted from a national securities exchange or to cease to be authorized to be quoted in an inter-dealer quotation system of a registered national securities association;

 

(i) A class of equity securities of the Issuer becoming eligible for termination of registration pursuant to section 12(g)(4) of the Act; or

 

(j) Any action similar to any of those enumerated above (except as discussed below).

 

The Reporting Persons retain the right to change their investment intent, and may, from time to time, acquire additional shares of Common Stock or other securities of the Issuer, or sell or otherwise dispose of (or enter into a plan or arrangements to sell or otherwise dispose of), all or part of the shares of Common Stock or other securities of the Issuer, if any, beneficially owned by them, in any manner permitted by law.

 

Additionally, Mr. Green, in his capacity as Chief Executive Officer and director of the Issuer, may from time to time, become aware of, initiate, and/or be involved in discussions that relate to the transactions described in this Item 4 and thus retains his right to modify his plans with respect to the transactions described in this Item 4 and to formulate plans and proposals that could result in the occurrence of any such events, subject to applicable laws and regulations.

 

 

 

CUSIP No. 37892L106

Schedule 13D

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Item 5. Interest in Securities of the Issuer

 

The information provided in Items 3 and 4 of this Schedule 13D is incorporated by reference herein.

 

(a) and (b) The aggregate number of shares of Common Stock beneficially owned by each Reporting Person and, for each Reporting Person, the number of shares as to which there is sole power to vote or to direct the voting thereof, shared power to vote or to direct the voting thereof, sole power to dispose or to direct the disposition thereof, or shared power to dispose or to direct the disposition thereof, are set forth on rows 7 through 11 and row 13 of the cover pages of this Schedule 13D and are incorporated herein by this reference thereto.

 

(c) See Item 3, above.

 

(d) No other person has the right to receive or the power to direct the receipt of dividends from or the proceeds from the sale of the securities beneficially owned by the Reporting Persons.

 

(e) N/A.

 

Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer

 

Except as set forth herein, as described below, and customary stock option agreements evidencing Mr. Green’s options which were granted by the Issuer, there are no contracts, arrangements, understandings or relationships among the Reporting Persons, or between the Reporting Persons and any other person, with respect to the securities of the Issuer.

 

Item 7. Material to Be Filed as Exhibits

 

Exhibit No.		Description
A*		Joint Filing Agreement of the Reporting Persons dated June 28, 2024

 

* Filed herewith.

 

 

 

CUSIP No. 37892L106

Schedule 13D

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SIGNATURE

 

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

 

June 28, 2024

 

/s/ Dana Green
Dana Green
Entrada Enterprises LLC
/s/ Dana Green
Dana Green
Manager

 

 

 

CUSIP No. 37892L106

Schedule 13D

Page 8 of 8

 

EXHIBIT A

 

Joint Filing Agreement

 

In accordance with Rule 13d-1(k)(1)(iii) under the Securities Exchange Act of 1934, as amended, the persons named below agree to the joint filing on behalf of each of them of a Statement on Schedule 13D (as amended) dated June 28, 2024 (including amendments thereto) with respect to the Common Stock of GlobalTech Corporation. This Joint Filing Agreement shall be filed as an Exhibit to such Statement. The undersigned acknowledge that each shall be responsible for the timely filing of any amendments to such Statement, and for the completeness and accuracy of the information concerning him or it contained in such Statement and any amendments thereto, but shall not be responsible for the completeness and accuracy of the information concerning the others, except to the extent that he or it knows or has reason to believe that such information is inaccurate.

 

June 28, 2024

 

/s/ Dana Green
Dana Green
Entrada Enterprises LLC
/s/ Dana Green
Dana Green
Manager