Exhibit 23.1
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
AMENDMENT No. 2
(Mark One)
For Quarterly Period Ended
or
For the Transition period from _______________ to ______________
Commission
File Number:
(Exact name of registrant as specified in its charter)
(State or other jurisdiction of incorporation or organization) |
(I.R.S. Employer Identification No.) |
(Address of principal executive offices) (Zip Code)
Registrant’s telephone number, including area code
(Former name, former address and former fiscal year, if changed since last report)
Securities registered pursuant to Section 12(b) of the Act: None
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||
| None | N/A | N/A |
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.
| ☒ | 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 such files).
| ☒ | No | ☐ |
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
| Large accelerated filer | ☐ | Accelerated filer | ☐ | |
| ☒ | Smaller reporting company | |||
| 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 ☐
Indicate by check mark whether the Registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).
| Yes | ☐ | ☒ |
Indicate the number of shares outstanding of each of the issuer’s classes of common stock as of the latest practicable date.
As of August 11, 2022 the number of shares outstanding of the registrant’s class of common stock was .
EXPLANATORY NOTE
Except as described above, no other changes have been made to the Original Filing. Except as otherwise indicated herein, this Amendment continues to speak as of the date of the Original Filing, and we have not updated the disclosures contained therein to reflect any events that occurred subsequent to the date of the Original Filing. The filing of this Quarterly Report on Form 10-Q/A is not a representation that any statements contained in items of our Quarterly Report on Form 10-Q other than our consolidated Balance Sheet, Statement of Stockholders’ Equity (Deficit) and detailed information in Footnote 5 are true or complete as of any date subsequent to the Original Filing.
TABLE OF CONTENTS
| 2 |
PART I. FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
GLOBAL TECH INDUSTRIES GROUP, INC.
Condensed Consolidated Balance Sheets
(Unaudited)
June 30, 2022 | December 31, 2021 | |||||||
| (Restated) | ||||||||
| ASSETS | ||||||||
| CURRENT ASSETS | ||||||||
| Cash and cash equivalents | $ | $ | ||||||
| Accounts receivable | ||||||||
| Inventory | ||||||||
| Marketable securities | ||||||||
| Total Current Assets | ||||||||
| PROPERTY, PLANT AND EQUIPMENT | ||||||||
| Fixed assets (net) | ||||||||
| Right of use assets - Operating leases | ||||||||
| Total Property, Plant and Equipment | ||||||||
| OTHER ASSETS | ||||||||
| License | ||||||||
| Fine art | ||||||||
| Security deposits | ||||||||
| Goodwill | ||||||||
| Total Other Assets | ||||||||
| TOTAL ASSETS | $ | $ | ||||||
| LIABILITIES AND STOCKHOLDERS’ EQUITY (DEFICIT) | ||||||||
| CURRENT LIABILITIES | ||||||||
| Accounts payable and accrued expenses | $ | $ | ||||||
| Accounts payable and accrued expenses-related parties | ||||||||
| Accrued interest payable | ||||||||
| Notes payable in default | ||||||||
| Notes payable | ||||||||
| Current portion of operating lease liabilities | ||||||||
| Current portion of long-term debt | ||||||||
| Total Current Liabilities | ||||||||
| LONG TERM LIABILITIES | ||||||||
| Long-term operating lease liabilities | ||||||||
| Note payable | ||||||||
| Total Long-term liabilities | ||||||||
| Total Liabilities | ||||||||
| STOCKHOLDERS’ EQUITY | ||||||||
| Preferred stock, par value $, authorized, issued and outstanding | ||||||||
| Common stock, par value $ per share, shares authorized; (including shares held in escrow) and (including shares held in escrow) issued and and outstanding, respectively | ||||||||
| Additional paid-in-capital | ||||||||
| Accumulated (Deficit) | ( | ) | ( | ) | ||||
| Total Stockholders’ Equity (Deficit) | ||||||||
| TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY (DEFICIT) | $ | $ | ||||||
The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.
| 3 |
GLOBAL TECH INDUSTRIES GROUP, INC.
Condensed Consolidated Statements of Operations
(Unaudited)
| For The Three and Six Months Ended | ||||||||||||||||
| June 30, | ||||||||||||||||
| 2022 | 2021 | 2022 | 2021 | |||||||||||||
| REVENUES, net | $ | $ | $ | $ | ||||||||||||
| COST OF SALES, net | ||||||||||||||||
| GROSS PROFIT/(LOSS) | ||||||||||||||||
| OPERATING EXPENSES | ||||||||||||||||
| General and administrative | ||||||||||||||||
| Compensation and professional fees | ||||||||||||||||
| Charitable donations | ||||||||||||||||
| Depreciation | ||||||||||||||||
| Total Operating Expenses | ||||||||||||||||
| OPERATING LOSS | ( |
) | ( |
) | ( |
) | ( |
) | ||||||||
| OTHER INCOME (EXPENSES) | ||||||||||||||||
| Unrealized gain (loss) on change in fair value of marketable securities | ( |
) | ( |
) | ||||||||||||
| Gain on sale of assets | ||||||||||||||||
| Gain on settlement of debt | ||||||||||||||||
| Interest income | ||||||||||||||||
| Interest expense | ( |
) | ( |
) | ( |
) | ( |
) | ||||||||
| Total Other Income (Expenses) | ( |
) | ||||||||||||||
| LOSS BEFORE INCOME TAXES | ( |
) | ( |
) | ( |
) | ( |
) | ||||||||
| INCOME TAX EXPENSE | ||||||||||||||||
| COMPREHENSIVE LOSS | $ | ( |
) | $ | ( |
) | $ | ( |
) | $ | ( |
) | ||||
| BASIC AND DILUTED LOSS PER SHARE | $ | ( |
) | $ | ( |
) | $ | ( |
) | $ | ( |
) | ||||
| WEIGHTED AVERAGE NUMBER OF | ||||||||||||||||
| SHARES OUTSTANDING, BASIC AND DILUTED | ||||||||||||||||
The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.
| 4 |
GLOBAL TECH INDUSTRIES GROUP, INC.
Condensed Consolidated Statements of Stockholders’ Equity (Deficit)
For the Three and Six Months Ended June 30, 2022, and 2021
(Unaudited)
(Restated)
| Preferred Stock | Common Stock | Additional | Accumulated | Total Stockholders’ Equity | ||||||||||||||||||||||||
| Shares | Amount | Shares | Amount | Capital | (Deficit) | (Deficit) | ||||||||||||||||||||||
| Balance, December 31, 2020 | $ | $ | $ | $ | ( | ) | $ | ( | ) | |||||||||||||||||||
| Common stock issued for services | ||||||||||||||||||||||||||||
| Common stock issued and held in escrow for the potential acquisition of Gold Transactions Intl, Inc. | ( | ) | ||||||||||||||||||||||||||
| Imputed interest – loan | ||||||||||||||||||||||||||||
| Net loss for the three months ended March 31, 2021 | ( | ) | ( | ) | ||||||||||||||||||||||||
| Balance, March 31, 2021 | $ | $ | $ | $ | ( | ) | $ | ( | ) | |||||||||||||||||||
| Common stock issued for services | ||||||||||||||||||||||||||||
| Warrants issued as dividend to shareholders | ( | ) | ||||||||||||||||||||||||||
| Imputed interest – loan | ||||||||||||||||||||||||||||
| Common stock issued for acquisition of Bronx Family Eye Care | ( | ) | ||||||||||||||||||||||||||
| Net loss for the three months ended June 30, 2021 | ( | ) | ( | ) | ||||||||||||||||||||||||
| Balance, June 30, 2021 | $ | $ | $ | $ | ( | ) | $ | ( | ) | |||||||||||||||||||
| Balance, December 31, 2021 | $ | $ | $ | $ | ( | ) | $ | |||||||||||||||||||||
| Common stock issued for services | ||||||||||||||||||||||||||||
| Reversal of acquisition | ( | ) | ( | ) | ||||||||||||||||||||||||
| Imputed interest – loan | ||||||||||||||||||||||||||||
| Net loss for the three months ended March 31, 2022 | ( | ) | ( | ) | ||||||||||||||||||||||||
| Balance, March 31, 2022 | $ | $ | $ | $ | ( | ) | $ | ( | ) | |||||||||||||||||||
| Common stock issued for services | ||||||||||||||||||||||||||||
| Escrow release from acquisition | ||||||||||||||||||||||||||||
| Imputed interest – loan | ||||||||||||||||||||||||||||
| Proceeds from the exercise of warrants | ||||||||||||||||||||||||||||
| Common stock issued for notes payable, accrued interest and accrued expenses | ||||||||||||||||||||||||||||
| Net loss for the three months ended June 30, 2022 | ( | ) | ( | ) | ||||||||||||||||||||||||
| Balance, June 30, 2022 | $ | $ | $ | ( | ) | $ | ||||||||||||||||||||||
The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.
| 5 |
GLOBAL TECH INDUSTRIES GROUP, INC.
Condensed Consolidated Statements of Cash Flows
(Unaudited)
| For The Six Months Ended | ||||||||
| June 30, | ||||||||
| 2022 | 2021 | |||||||
| CASH FLOWS FROM OPERATING ACTIVITIES | ||||||||
| Net loss | $ | ( | ) | $ | ( | ) | ||
| Adjustments to reconcile net loss to net cash used in operating activities (net of acquisition): | ||||||||
| Depreciation | ||||||||
| Stock issued for services | ||||||||
| Imputed interest on loan | ||||||||
| Gain on debt conversion | ( | ) | ||||||
| Gain on asset sale | ( | ) | ||||||
| Unrealized (gain) loss on marketable securities | ( | ) | ||||||
| Change in operating assets and liabilities | ||||||||
| Decrease in prepaid expenses | ||||||||
| Increase in accounts payable and accrued expenses | ||||||||
| Increase in accounts payable and accrued expenses-related parties | ||||||||
| Increase in accrued interest payable | ||||||||
| Net Cash Provided by (Used in) Operating Activities | ( | ) | ||||||
| CASH FLOWS FROM INVESTING ACTIVITIES | ||||||||
| Cash from sale of asset | ||||||||
| Cash returned in acquisition reversal | ( | ) | ||||||
| Cash paid for fine art | ( | ) | ||||||
| Cash acquired from license acquisition | ||||||||
| Cash paid for license | ( | ) | ||||||
| Net Cash Used in Investing Activities | ( | ) | ( | ) | ||||
| CASH FLOWS FROM FINANCING ACTIVITIES | ||||||||
| Proceeds from exercise of warrants | ||||||||
| Proceeds from note payable | ||||||||
| Cash from stock deposits | ||||||||
| Payments on convertible debentures | ( | ) | ||||||
| Payments to officers and directors | ||||||||
| Cash received from related parties | ||||||||
| Net Cash Provided by (Used in) Financing Activities | ||||||||
| INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS | ( | ) | ||||||
| CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD | ||||||||
| CASH AND CASH EQUIVALENTS, END OF PERIOD | $ | $ | ||||||
| SUPPLEMENTAL DISCLOSURES: | ||||||||
| Cash paid for interest | $ | $ | ||||||
| Cash paid for income taxes | $ | $ | ||||||
| NON-CASH INVESTING AND FINANCING ACTIVITIES: | ||||||||
| Stock issued and held in escrow | $ | $ | ||||||
| Reclassification of notes payable to stock deposits | $ | $ | ||||||
| Common stock issued for debt, accrued interest and accrued expenses | $ | $ | ||||||
| Stock released from escrow for license acquisition (net of debt) | $ | $ | ||||||
The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.
| 6 |
GLOBAL TECH INDUSTRIES GROUP, INC.
Notes to the Unaudited Condensed Consolidated Financial Statements
June 30, 2022
NOTE 1 - CONDENSED FINANCIAL STATEMENTS
A) BASIS OF PRESENTATION
The accompanying consolidated financial statements have been prepared by GLOBAL TECH INDUSTRIES GROUP, INC. (“the Company”) without audit. In the opinion of management, all adjustments (which include only normal recurring adjustments) necessary to present fairly the financial position at June 30, 2022, and the results of operations and cash flows for the three and six months then ended, have been made.
The accompanying unaudited condensed consolidated financial statements of the Company have been prepared in accordance with the rules and regulations of the Securities and Exchange Commission (the “SEC”), including the instructions to Form 10-Q and Regulation S-X. Certain information and note disclosures normally included in financial statements prepared in accordance with generally accepted accounting principles in the United States of America (“U.S. GAAP”), have been condensed or omitted from these statements pursuant to such rules and regulations and, accordingly, they do not include all the information and notes necessary for comprehensive financial statements and should be read in conjunction with our audited consolidated financial statements included in our Annual Report on Form 10-K for the year ended December 31, 2021. The results of operations for the period ended June 30, 2022, are not necessarily indicative of the operating results for what will be the full year ended December 31, 2022.
The accompanying consolidated financial statements include the accounts of the Company and its wholly owned subsidiaries as disclosed in Note 2 below. All significant inter-company balances and transactions have been eliminated.
B) GOING CONCERN
The Company’s consolidated financial statements are prepared using U.S. GAAP applicable to a going concern which contemplates the realization of assets and liquidation of liabilities in the normal course of business. The Company has not yet established an ongoing source of revenues sufficient to cover its operating costs and allow it to continue as a going concern. The ability of the Company to continue as a going concern is dependent on the Company obtaining adequate capital to fund operating losses until it becomes profitable. If the Company is unable to obtain adequate capital, it could be forced to cease operations. These conditions raise substantial doubt regarding the Company’s ability to continue as a going concern.
In order to continue as a going concern, the Company will need, among other things, additional capital resources. Management’s plan is to obtain such resources for the Company by obtaining capital from management and significant shareholders sufficient to meet its operating expenses and seeking equity and/or debt financing. However, management cannot provide any assurances that the Company will be successful in accomplishing any of its plans.
The ability of the Company to continue as a going concern is dependent upon its ability to successfully accomplish the plans described in the preceding paragraph and eventually secure other sources of financing and attain profitable operations. The accompanying consolidated financial statements do not include any adjustments that might be necessary if the Company is unable to continue as a going concern.
On March 11, 2020, the World Health Organization declared the outbreak of a coronavirus (COVID-19) a pandemic. As a result, economic uncertainties have arisen which have the potential to negatively impact the Company’s ability to raise funding from the markets. Other financial impacts could occur though such potential impacts are unknown at this time.
| 7 |
GLOBAL TECH INDUSTRIES GROUP, INC.
Notes to the Unaudited Condensed Consolidated Financial Statements
June 30, 2022
NOTE 2 - SIGNIFICANT ACCOUNTING POLICIES
A) PRINCIPLES OF CONSOLIDATION
The accompanying consolidated financial statements include the accounts of the Company and its wholly-owned subsidiaries, Ludicrous, Inc., TTI Strategic Acquisitions and Equity Group, Inc, Classroom Salon Holdings, LLC, TTII Oil & Gas, Inc., and GT International, Inc. All subsidiaries of the Company, other than TTI Strategic Acquisitions and Equity Group, Inc., currently have no financial activity. All significant inter-company balances and transactions have been eliminated. The Bronx and My Retina acquisitions were rescinded effective January 1, 2022. Both parties have mutually agreed to unwind this transaction thereby they have no impact on these financial statements.
B) USE OF MANAGEMENT’S ESTIMATES
The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities as of the date of the financial statements and the reported amounts of revenues and expenses during the reported period. Actual results could differ from those estimates.
C) CASH EQUIVALENTS
The
Company considers all highly liquid investments with an original maturity of three months or less to be cash equivalents. Cash and cash
equivalents are maintained with major financial institutions in the U S. Deposits held with these banks at times exceed $
D) INCOME TAXES
The Company applies ASC 740 which requires the asset and liability method of accounting for income taxes. The asset and liability method require that the current or deferred tax consequences of all events recognized in the financial statements are measured by applying the provisions of enacted tax laws to determine the amount of taxes payable or refundable currently or in future years. Deferred tax assets are reviewed for recoverability and the Company records a valuation allowance to reduce its deferred tax assets when it is more likely than not that all or some portion of the deferred tax assets will not be recovered.
ASC 740 requires recognition and measurement of uncertain tax positions using a “more-likely-than-not” approach, requiring the recognition and measurement of uncertain tax positions. Deferred taxes are provided on a liability method whereby deferred tax assets are recognized for deductible temporary differences and operating loss and tax credit carry forwards and deferred tax liabilities are recognized for taxable temporary differences. Temporary differences are the differences between the reported amounts of assets and liabilities and their tax bases. Deferred tax assets are reduced by a valuation allowance when, in the opinion of management, it is more likely than not that some portion or all the deferred tax assets will to be realized. Deferred tax assets and liabilities are adjusted for the effects of changes in tax laws and rates on the date of enactment.
E) REVENUE RECOGNITION
The Company had no revenues during the three and six months ended June 30, 2022 and 2021, however when revenues commence, the Company will recognize revenues in accordance with ASC 606, “Revenue from Contracts with Customers.” Revenue is recognized per our contract with our customers at a point of time when control of our products or services are transferred to our customers in an amount that reflects the consideration the Company expects to be entitled to in exchange for those products, and after all our performance obligations have been met. The Company currently has no consulting revenues with performance obligations of hours expended on various projects with our customers pursuant to underlying contracts. If we subsequently determine that collection from any customer is not reasonably assured, we record an allowance for doubtful accounts and bad debt expense for all that customer’s unpaid invoices and cease recognizing revenue for continued services provided until cash is received.
| 8 |
GLOBAL TECH INDUSTRIES GROUP, INC.
Notes to the Unaudited Condensed Consolidated Financial Statements
June 30, 2022
The Company accounts for stock-based compensation in accordance with the provisions of ASC 718. ASC 718 requires all share-based payments to employees, including grants of employee stock options, to be recognized in the financial statements based on the grant-date fair value of the award. That cost will be recognized over the period during which an employee is required to provide service in exchange for the reward- known as the requisite service period. No compensation cost is recognized for equity instruments for which employees do not render the requisite service. The grant-date fair value of employee share options and similar instruments are estimated using the Black Scholes option-pricing model adjusted for the unique characteristics of those instruments.
Equity instruments issued to non-employees are recorded at their fair values as determined in accordance with ASC 718 as amended by ASU 2018-07. As such, the grant date is the measurement date of an award’s fair value., which is expensed over the requisite service period.
G) FAIR VALUE OF FINANCIAL INSTRUMENTS
The Company follows ASC 820, “Fair Value Measurements,” which defines fair value, establishes a three-level valuation hierarchy for disclosures of fair value measurement and enhances disclosure requirements for fair value measures. The three levels are defined as follows:
| Level 1 inputs to the valuation methodology are quoted prices (unadjusted) for identical assets or liabilities in active markets. | |
| Level 2 inputs to the valuation methodology include quoted prices for similar assets and liabilities in active markets, and inputs that are observable for the asset or liability, either directly or indirectly, for substantially the full term of the financial instrument. | |
| Level 3 inputs to the valuation methodology are unobservable and significant to the fair measurement. |
The carrying amounts reported in the balance sheets for cash and cash equivalents, and current liabilities each qualify as financial instruments and are a reasonable estimate of fair value because of the short period of time between the origination of such instruments and their expected realization and their current market rate of interest. The carrying value of notes payable approximates fair value because negotiated terms and conditions are consistent with current market rates as of June 30, 2022, and December 31, 2021.
Marketable securities are reported at the quoted and listed market rates of the securities held at the period end.
| 9 |
GLOBAL TECH INDUSTRIES GROUP, INC.
Notes to the Unaudited Condensed Consolidated Financial Statements
June 30, 2022
The following table presents the Company’s marketable securities within the fair value hierarchy utilized to measure fair value on a recurring basis as of June 30, 2022, and December 31, 2021:
| Level 1 | Level 2 | Level 3 | |||||||||||
| Marketable Securities – June 30, 2022 | $ | $ | - | $ | - | ||||||||
| Marketable Securities – December 31, 2021 | $ | $ | - | $ | - | ||||||||
The Company calculates earnings per share in accordance with ASC 260, “Earnings Per Share.” Basic loss per share is computed by dividing net income (loss) by the weighted-average number of shares of common stock outstanding during the period. Diluted earnings (loss) per share gives effect to dilutive convertible securities, options, warrants and other potential common stock outstanding during the period; only in periods in which such effect is dilutive. For the three and six months ended June 30, 2021 and 2022, there were stock options outstanding and warrants outstanding, however their effects were anti-dilutive. and there were no potentially dilutive securities to consider in the fully diluted earnings per share calculation.
| For the Three Months Ended | ||||||||
| June 30, | ||||||||
| 2022 | 2021 | |||||||
| Loss (numerator) | $ | ( | ) | $ | ( | ) | ||
| Shares (denominator) | ||||||||
| Basic and diluted loss per share | $ | ( | ) | $ | ( | ) | ||
| For the Six Months Ended | ||||||||
| June 30, | ||||||||
| 2022 | 2021 | |||||||
| Loss (numerator) | $ | ( | ) | $ | ( | ) | ||
| Shares (denominator) | ||||||||
| Basic and diluted loss per share | $ | ( | ) | $ | ( | ) | ||
I) RECENT ACCOUNTING PRONOUNCEMENTS
The Company has implemented all new accounting pronouncements that are in effect. These pronouncements did not have any material impact on the financial statements unless otherwise disclosed, and the Company does not believe that there are any other new accounting pronouncements that have been issued that might have a material impact on its financial position or results of operations.
J) MARKTABLE SECURITIES
The Company purchases marketable securities and engages in trading activities for its own account. Securities that are held principally for resale in the near term are recorded at fair value with changes in fair value included in earnings. Interest and dividends are included in net Interest Income.
K) LONG LIVED ASSETS
The Company evaluates its long-lived assets in accordance with FASB ASC 350, “Intangibles-Goodwill and Other,” and FASB ASC 360, “Property, Plant, and Equipment.” Long-lived assets held and used by the Company are reviewed for impairment whenever events or changes in circumstances indicate that their net book value may not be recoverable. When such factors and circumstances exist, the Company compares the projected undiscounted future cash flows associated with the related asset or group of assets over their estimated useful lives against their respective carrying amounts. Impairment, if any, is based on the excess of the carrying amount over the fair value of those assets and is recorded in the period in which the determination was made.
| 10 |
GLOBAL TECH INDUSTRIES GROUP, INC.
Notes to the Unaudited Condensed Consolidated Financial Statements
June 30, 2022
NOTE 3 - MARKETABLE SECURITIES
The
Company has acquired various shares of Marketable Securities. During the six months ended June 30, 2022, the Company recorded a loss
of $(
NOTE 4 - FIXED ASSETS
Depreciation
expense for the six months ended June 30, 2022, and 2021 was $
Fixed assets consist of the following:
June 30, 2022 | December 31, 2021 | |||||||
| Equipment | $ | $ | ||||||
| Furniture and fixtures | ||||||||
| Total fixed assets | ||||||||
| Accumulated Depreciation | ( | ) | ( | ) | ||||
| Net fixed assets | $ | $ | ||||||
NOTE 5 - LICENSES (RESTATED)
GOLD TRANSACTIONS NETWORK LICENSE
On February 28, 2021, pursuant to a Stock Purchase Agreement (the “SPA”) between the Company and Gold Transactions International, Inc. (GTI), the Company assumed a License Agreement held by GTI. The Company has not accounted for the acquisition of the license due to a performance obligation that has not yet been met, but is disclosing the terms of the License due to the legal acquisition of the license. The license provides access to a joint venture of companies (the “Network”), that buys gold from artisan miners internationally, and provides transportation, assaying, refining and storage facilities in the DMCC1, a free trade zone for commodities trading in Dubai, and then sells the refined gold to its customers. The License Agreement grants the Company the following:
| ● | Access to the Network’s gold operations, to participate in the profits generated by the margin between the buy and sell prices, based on the % of funds advanced into the Network, | |
| ● | an exclusive license to market and promote the gold buy/sell program in an attempt to increase the buying power of the Network. The term of the License is un-defined and perpetual. | |
| ● | Reporting from the Network partners of gold transactions shared in, and the revenue generated on a monthly basis. Payments, however are quarterly to the Network partners. |
Pursuant
to the SPA,
The acquisition of GTI is being treated as an asset purchase and not business combination per ASC 805 as substantially all of the assets acquired are concentrated in a single identifiable asset. The following table summarizes the consideration transferred to acquire GTI and the amount of identified assets, and liabilities assumed at the acquisition date.
Recognized amounts of identifiable assets acquired and liabilities assumed:
| Cash and cash equivalents | $ | |||
| License (including intangibles) | ||||
| Trade payables | ( | ) | ||
| Note payable | ( | ) | ||
| Total identifiable net assets | $ |
DIGITAL TRADING PLATFORM LICENSE
On
May 1, 2021, the Company entered an agreement with Alt 5 Sigma, Inc. (“Alt 5”), wherein Alt 5 licensed their Alt5Pro Digital
Asset Platform to the Company and created “Beyond Blockchain”, a digital asset trading platform to be used by the Company
and its shareholders and the public for trading digital assets. The Company paid $
The Table below summarizes the Company’s licenses as of June 30, 2022 and December 31, 2021:
| June 30, | December 31, | |||||||
| License | 2022 | 2021 | ||||||
| Access and exclusivity license | $ | $ | ||||||
| Digital platform | ||||||||
| Total licensed assets | ||||||||
| Amortization | ( | ) | ||||||
| Net licensed assets | $ | $ | ||||||
| 11 |
GLOBAL TECH INDUSTRIES GROUP, INC.
Notes to the Unaudited Condensed Consolidated Financial Statements
June 30, 2022
NOTE 6 – FINE ART
On
April 7, 2021, the Company executed a Contractor Agreement with Ronald Cavalier, an artist with galleries in Greenwich, CT, New York
City, Nantucket Island and Palm Beach, FL. Pursuant to this agreement, Mr. Cavalier has assisted the Company in acquiring
On
June 4, 2021, the Company purchased another piece of fine art, an Andy Warhol gelatin silver print of Bianca Jagger on a white horse
taken by Warhol at the famed Studio 54 (the “Warhol Print”) for $
NOTE 7 - RELATED PARTY TRANSACTIONS
Due to Related Parties
Due
to related parties consists of cash advances and expenses paid by Mr. Reichman to satisfy the expense needs of the Company. The payables
and cash advances are unsecured, due on demand and do not bear interest. During the six months ended June 30, 2022, and 2021, Mr. Reichman
advanced $
Accrued Wages
The
Company does not have sufficient operations and funds to pay its officers their wages in cash, therefore all wages have been accrued
for the six months ended June 30, 2022 and 2021. The accrued wages for the six months ended June 30, 2022, and 2021 are $
NOTE 8 - NOTES PAYABLE
(a) NOTES PAYABLE IN DEFAULT:
Notes
payable in default consist of various notes bearing interest at rates from
| 12 |
GLOBAL TECH INDUSTRIES GROUP, INC.
Notes to the Unaudited Condensed Consolidated Financial Statements
June 30, 2022
None of the above notes are convertible or have any covenants.
(b) Additional detail to all Notes Payable in Default is as follows:
| June 39, 2022 | December 31, 2021 | Interest | Interest Expense | |||||||||||||||||||
| Principal | Principal | Rate | 6/30/2022 | 6/30/2021 | Maturity | |||||||||||||||||
| $ | $ | % | $ | $ | ||||||||||||||||||
| % | ||||||||||||||||||||||
| % | ||||||||||||||||||||||
| % | ||||||||||||||||||||||
| % | ||||||||||||||||||||||
| % | ||||||||||||||||||||||
| % | ||||||||||||||||||||||
| % | ||||||||||||||||||||||
| % | ||||||||||||||||||||||
| % | ||||||||||||||||||||||
| % | ||||||||||||||||||||||
| $ | $ | $ | $ | |||||||||||||||||||
On
June 30, 2022, and December 31, 2021, accrued interest on the outstanding notes payable (default and current) were $
(c) CONVERTIBLE DEBENTURE:
On
November 27, 2020, the Company executed a convertible debenture with a corporation in the amount of $
The
convertible debenture also contained an OID or original issue discount of $
| 13 |
GLOBAL TECH INDUSTRIES GROUP, INC.
Notes to the Unaudited Condensed Consolidated Financial Statements
June 30, 2022
(d) NOTES PAYABLE
On
July 20, 2021, the Company received cash from an individual in the amount of $
On
August 6, 2021, the Company received cash from an individual in the amount of $
On
December 31, 2021, the Company executed a note with an individual who had advanced funds throughout the year to assist management in
their cashflow needs. The total amount received at December 31, 2021 was $
In
connection with the acquisition of the License Agreement, the Company executed a Promissory Note in the amount of $
The Company has debt obligations on the note as follows:
| Year Due | Amount | |||
| 2022 | $ | |||
| 2023 | ||||
| 2024 | ||||
| 2025 | ||||
| Thereafter | ||||
| Total | $ | |||
(e) IMPUTED INTEREST
During
the six months ended June 30, 2022, and 2021, the Company recorded imputed interest on a non-interest-bearing note in the amount of $
NOTE 9 - STOCKHOLDERS’ EQUITY (DEFICIT) (RESTATED)
ISSUANCES OF COMMON STOCK
During
the six months ended June 30, 2022, and 2021, the Company issued
and
shares of common stock with a fair market value of $
During
the first six months of 2021, shares
were issued were for professional services to continue operating efforts fair market value of $
| 14 |
GLOBAL TECH INDUSTRIES GROUP, INC.
Notes to the Unaudited Condensed Consolidated Financial Statements
June 30, 2022
STOCK OPTIONS
On December 19, 2020, in conjunction with the conversion of related party notes, accrued interest and compensation, the Company authorized the issuance of stock options with the following features:
| ● | One option allows for the purchase of one share of common stock | |
| ● | The strike price of the option is $. | |
| ● | The conversion term is years from issuance date | |
| ● | All options are vested immediately |
| Weighted | Weighted | |||||||||||||||
| Average | Average | Aggregate | ||||||||||||||
| Exercise | Remaining | Intrinsic | ||||||||||||||
| Shares | Price | Term | Value | |||||||||||||
| Outstanding at December 31, 2021 | $ | yr | $ | |||||||||||||
| Granted | - | - | ||||||||||||||
| Exercised | - | - | ||||||||||||||
| Forfeited | - | |||||||||||||||
| Outstanding at June 30, 2022 | $ | yrs | $ | |||||||||||||
| 15 |
GLOBAL TECH INDUSTRIES GROUP, INC.
Notes to the Unaudited Condensed Consolidated Financial Statements
June 30, 2022
WARRANTS
On
March 22, 2021, GTII entered into a warrant agreement with Liberty Stock Transfer Agent (“Liberty”), whereby Liberty agreed
to act as GTII’s warrant agent in its offering of warrants to GTII’s shareholders (each, a “Warrant”). All shareholders
of record on April 1, 2021, were issued of a Warrant per share of Common Stock held of record by such holder. This agreement created
2021 Warrants | ||||
| Assumptions: | ||||
| Assumptions applicable to stock options issued | ||||
| Risk-free interest rate | % | |||
| Expected lives (in years) | ||||
| Expected stock volatility | % | |||
| Dividend yield |
Warrant transactions are as follows:
| Weighted | Weighted | |||||||||||||||
| Average | Average | Aggregate | ||||||||||||||
| Exercise | Remaining | Intrinsic | ||||||||||||||
| Shares | Price | Term | Value | |||||||||||||
| Outstanding at January 1, 2021 | $ | yrs | $ | |||||||||||||
| Granted | - | ) | ||||||||||||||
| Exercised | ( | ) | - | |||||||||||||
| Forfeited | - | |||||||||||||||
| Outstanding at December 31, 2021 | $ | - | . yrs- | $ | - | |||||||||||
| Granted | - | - | - | |||||||||||||
| Exercised | ( | ) | - | ) | ||||||||||||
| Forfeited | - | |||||||||||||||
| Outstanding at June 30, 2022 | $ | . yrs | $ | |||||||||||||
| 16 |
GLOBAL TECH INDUSTRIES GROUP, INC.
Notes to the Unaudited Condensed Consolidated Financial Statements
June 30, 2022
NOTE 10 - LEGAL ACTIONS
On December 30, 2016, the Company executed a stock purchase agreement (the “Agreement”), which was signed and closed in Hong Kong, with GoFun Group, Ltd. through its wholly owned subsidiary Go F & B Holdings, Ltd. GoFun Group, Ltd. is a privately held company running a casual dining restaurant business, based in Hong Kong. Subsequent to the agreement being signed, GoFun Group failed to substantially perform under the agreement, including, but not limited to providing audited financials of its assets, making the ongoing payments called for in the agreement, along with other matters that led Global Tech to initiate litigation in the United States. Currently, Global Tech and GoFun are litigating the matter in the U.S District Court for the Southern District of New York, Docket No.17-CV-03727. On October 2, 2019, the Company was able to secure, via preliminary settlement, the return of shares of the Company’s stock out of the original that were issued in good faith to GoFun in anticipation of a final stock exchange. That stock has been returned to the Company’s treasury and cancelled. On May 14, 2021, the Superior Court of New Jersey, Chancery Division: Monmouth County (docket no. PAS-MON-C-60-21) issued an order restraining the removal of restrictive legends on the remaining shares of stock, pending further order of the New Jersey Court. The underlying matter currently in the U.S. district Court for the Southern District of New York, remains pending.
On March 17, 2021, the Company filed an action against Pacific Technologies Group, Inc., Rollings Hills Oil and Gas Inc., Demand Brands, Inc., Innovativ Media Group, Inc., Tom Coleman, and Bruce Hannan, in the Supreme Court of the State of New York, County of New York (Index No. 651771/2021), alleging fraud, rescission and cancellation of a written instrument, unconscionability, breach of contract, breach of good faith and fair dealing, unjust enrichment, and civil conspiracy. The action stems from a stock purchase agreement entered into by the Company and Pacific Technologies Group, Inc. (then known as Demand Brands, Inc.) on October 16, 2018. On May 22, defendants filed a motion seeking additional time to answer. As of June 30, 2022, no ruling on that motion has been entered. Need to update
On August 16, 2021, the Company filed an action against David Wells, in the United States District Court for the Southern District of New York (Case 1:21-cv-06891) seeking injunctive relief and relinquishment of shares held in the name of David Wells. As of December 31, 2021, David Wells has not yet filed an answer to the Company’s complaint. On November 11, 2021, David Wells filed an action against GTII in the United States District Court for the District of Nevada,(Case 2:21-cv-02040) claiming a violation of the duty to register transfer of shares. As of June 30, 2022, the parties are engaged in briefing jurisdictional motions. As of current, the matter in the state court in the southern district of New York has been dismissed; the matter in the state of Nevada court remains active.
On August 24, 2021, the Company filed an application for a temporary restraining order (“TRO”) in the Superior Court of New Jersey, Chancery Division: Monmouth County (Docket No.: Mon-C-132-21) seeking to restrain Liberty Stock Transfer, Inc. from removing restrictive legends from shares of Company stock held in the name of International Monetary, as well as from transferring said shares. The Court granted the TRO effective until September 28, 2021. On September 28, 2021, the Court declined to issue any further restraints.
On September 16, 2021, International Monetary filed an action against the Company in Clark County, Nevada (Case No: A-21-841175-B) alleging breach of contract and breach good faith and fair dealing, as well as a request for declaratory relief, and temporary restraining order and preliminary injunction. On September 30, 2021, the Company filed a notice of removal of the action to the United States District Court for the District of Nevada (Case 2:21-cv-01820), as well as a request for a temporary restraining order enjoining International Monetary from taking any action to remove the restrictive legend shares from Company shares held in its name. On October 14, 2021, International Monetary filed a motion to strike the petition for removal. As of June 30, 2022, no ruling on that motion has been entered. As of current, the motion to remand to the federal court has been declined; the matter remains active in the Nevada state court.
NOTE 11 – RESTATEMENT OF PRIOR ISSUED FINANCIAL STATEMENTS
The financial statements for the period ended June 30, 2022 have been restated due to an error in reporting the market value of our acquisition. The original valuation was based on the Fair Market Value of shares issued for the acquisition on the signing of a definitive agreement and has been changed to the Fair Market Value on the closing date of the transaction. The increase in share value resulted in an increase in the License value acquired and a corresponding increase in Additional paid-in-capital. The impact of the Restatement is shown as follows at June 30, 2022:
| Quarter Ended June 30, 2022 | ||||||||||||
| As Previously | ||||||||||||
| Reported | Adjustment | As Restated | ||||||||||
| Balance Sheet Data: | ||||||||||||
| License | ||||||||||||
| Additional paid-in-capital | ( | ) | ( | ) | ( | ) | ||||||
NOTE 12 – SUBSEQUENT EVENTS
The Company has evaluated events subsequent to the balance sheet through the date the financial statements were issued and noted the following events requiring disclosure:
On July 28, 2022, FINRA sent a ‘deficiency notice’ pursuant to FINRA rule 6490, whereby its Department of Market Operations determined that the Company’s request to pay a dividend to its shareholders was deficient. It based this finding on the fact that the Depository Trust & Clearing Corporation (DTCC) has declined to facilitate or process the distribution of the Shibu Inu Tokens to GTII shareholders holding shares in CEDE & Co, which is a substantial portion of GTII’s outstanding common shares. The Company, in preparation for the distribution of this digital dividend, purchased one billion Shibu Inu Tokens and set them aside to be distributed. It also sold its interest in www.beyondblockchain.us to Alt5 Sigma in anticipation of that company processing the distribution of the digital dividend to all shareholders who opened a digital wallet on beyondblockchain, or other digital platforms, including Bitcoin. The Company is of the opinion that DTCC should be able to develop a process to distribute this dividend, and it is therefore in the process of evaluating whether or not to appeal FINRA’s decision. In the meantime, the distribution of tokens will not be undertaken at this time.
| 17 |
ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
Cautionary Statements
This Form 10-Q may contain “forward-looking statements,” as that term is used in federal securities laws, about Global Tech’s consolidated financial condition, results of operations and business. These statements include, among others:
| ● | statements concerning the potential benefits that may be experienced from business activities and certain transactions contemplated or completed; and |
| ● | statements of our expectations, beliefs, future plans and strategies, anticipated developments and other matters that are not historical facts. These statements may be made expressly in this Form 10-Q. You can find many of these statements by looking for words such as “believes,” “expects,” “anticipates,” “estimates,” “opines,” or similar expressions used in this Form 10-Q. These forward-looking statements are subject to numerous assumptions, risks and uncertainties that may cause our actual results to be materially different from any future results expressed or implied in those statements. The most important facts that could prevent us from achieving our stated goals include, but are not limited to, the following: |
| a) | volatility or decline of Global Tech’s stock price; potential fluctuation of quarterly results; |
| b) | Potential fluctuation of quarterly results; |
| c) | failure to earn revenues or profits; |
| d) | inadequate capital to continue or expand our business, and inability to raise additional capital or financing to implement our business plans; |
| e) | failure to commercialize our technology or to make sales; |
| f) | decline in demand for our products and services; |
| g) | Rapid adverse changes in markets; |
| h) | litigation with or legal claims and allegations by outside parties against GTII, including but not limited to challenges to intellectual property rights; and |
| i) | insufficient revenues to cover operating costs. |
| 18 |
Overview of Business
Global Tech Industries Group, Inc. (“Global Tech”, “GTII”, “we”. “our”, “us”, “the Company”, “management”) is a Nevada corporation which has been operating under several different names since 1980.
Western Exploration, Inc., a Nevada corporation, was formed on July 24, 1980. In 1990, Western Exploration, Inc. changed its name to Nugget Exploration, Inc. On November 10, 1999, a wholly owned subsidiary of Nugget Exploration, Inc., Nugget Holdings Corporation, merged with and into GoHealthMD, Inc., a Delaware corporation. Shortly thereafter, Nugget Exploration, Inc. changed its name to GoHealthMD, Inc., a Nevada corporation.
On August 18, 2004, GoHealthMD, Inc., the Nevada Corporation, changed its name to Tree Top Industries, Inc. On July 7, 2017, Tree Top Industries, Inc. changed its name to Global Tech Industries Group, Inc. TTII Strategic Acquisitions & Equity Group, Inc., a Delaware corporation, G T International Group, Inc. a Wyoming corporation and Global Tech Health, Inc. a Nevada corporation, all were formed by GTII in the anticipation of technologies, products, or services being acquired. Not all subsidiaries have current operations.
On February 28, 2021, the Company signed a binding stock purchase agreement with Gold Transactions International, Inc. (“GTI”) a privately held Utah corporation. GTI acquired a license from a private Nevada Corporation which operated, via a joint venture, in the business of buying and selling gold on a global basis through a private network of companies. The license agreement gave GTI access to the private network, and an exclusive right to market and promote the gold buy/sell program to expand the buying power of the network. GTI and its network affiliates, purchases gold from artisan miners throughout the world and transports, assays, refines and sells the gold in the Dubai Multi Commodities Centre, (“DMCC”), a free trade zone in Dubai. The Company plans to raise capital for GTI and advance those funds into the gold network. Although 6,000,000 shares have been issued for this agreement, they are being held in escrow awaiting final performance criteria to be met and are therefore issued but not outstanding. On June 1, 2022, the two companies signed an amendment to the stock purchase agreement that allowed the transactions contemplated in the Agreement to close and GTI is currently a wholly-owned subsidiary of the Company.
During the first quarter of 2021, the Company entered into binding agreements with a company in the field of eye care, retail eye wear and full scope optometry. The Bronx Family Eye Care, Inc. is a company that provides retail eyewear and medically oriented full scope optometry at four brick and mortar locations. Bronx Family’s licensed optometrists use cutting-edge equipment to provide diagnosis and treatment for diseases of the eye, as well as corrective eyewear. Bronx Family also performs edging of lenses for its customers at their in-house facility, as well as providing services to outside practices. Effective December 27, 2021, Bronx Family Eye Care completed the closing requirements, the agreement was closed and Bronx became a reporting subsidiary of the Company. Subsequently, The Company, Bronx Family Eye Care, Inc. (“BFE”), and its shareholders have concluded that it is in their mutual best interests to unwind the acquisition of BFE by the Company and settle all claims they may have against each other. The parties are currently in the process of negotiating a settlement agreement that would implement the unwinding of the acquisition. The unwinding of the acquisition remains subject to the parties finalizing and executing the settlement agreement and closing the transactions thereunder.
During the 2nd quarter 2021, the Company entered into a binding agreement with My Retina. My Retina is a SaaS (Software as a Service) software and practice management company that fills an important need for their client-companies to satisfy diagnostic medical care measures in an in- home/house-call setting. My Retina licenses, leases, and operates its proprietary telemedicine software, as well as medical equipment, which together expedite diagnostic medical eye exam data to its corporate clients. Eyecare and Eyewear, Inc. is a diagnostic medical eye exam company that provides on-demand services of at-home eye exams to patients, as well as bulk exams conducted at medical offices, and virtual exams conducted through telemedicine software. Subsequent to June 30, 2022, the Company and Bronx Family Eye Care, Inc. (“BFE”), and its shareholders have concluded that it is in their mutual best interests to unwind this part of the BFE acquisition by the Company, which would be covered in the final settlement agreement.
| 19 |
During the second quarter of 2021, the Company signed an agreement with Alt5 Sigma to host a trading platform. The Company then launched Beyond Blockchain (a GTII company) on June 18, 2021, an online cryptocurrency trading platform that provides access to Digital Currency and is changing the way customers transact with Digital Assets. Beyond Blockchain is a registered Money Services Business under FINTRAC guidelines and incorporates world class AML and KYC technology. It uses two-factor authentication to secure customers’ assets as well as AI liveness testing to secure the user experience. Beyond Blockchain allows multi-currency clearing and direct settlements in Bitcoin (BTC), Ethereum (ETH), Tether (USDT), Bitcoin Cash (BCH), Litecoin (LTC), Bitcoin SV (BSV), Aave (AAVE), Compound (COMP), Uniswap (UNI), Chainlink (LINK) and Yearn Finance (YFI). On April 18, 2022, the Company sold its interest in the various assets of the Beyond Blockchain business to Parabolic Tech, DMCC, (“Parabolic”) a Dubai company organized under the laws of Dubai. Parabolic purchased the interests for $25,000, an assumption of associated liabilities and a commitment to deliver 10% of its tokens, under certain stipulations in the agreement, to GTII.
Beginning in April of 2021, the Company had been working towards tokenizing its fine art collection. If this prospectus is approved, the Company would mint 1,000,000,000 tokens of the GFT Token, with 26,000,000 of them being registered herein for distribution. Once minted, each shareholder, as of the to be determined record date, would be entitled to receive one GFT Token for every 10 shares of GTII Common Stock beneficially held in their name. On April 20, 2022, the Company withdrew its registration statement with the SEC regarding this project based on the extensive costs and time to properly address the Commission’s concerns with the Registration Statement. No securities were sold pursuant to the Registration Statement and the Company has taken it upon itself to secure an alternative digital token to distribute to its shareholders.
On August 23, 2021, GTII and We SuperGreen Energy Corp (“WSGE”) signed a binding letter agreement to engage in a merger/business combination, for the best interests of the shareholders of both GTII and WSGE, pursuant to which WSGE will become a wholly-owned subsidiary of GTII. The shareholders of WSGE (the “WSGE Shareholders”) will become the majority shareholders of GTII, owning that amount of newly-issued common stock of GTII (the “GTII Common Stock”) to be mutually-agreed upon by the parties and memorialized in a stock purchase agreement, subject to the terms and conditions set forth in the agreement. The completion of an audit of the financial statements of WSGE since its inception, inclusive of the starting balance sheet as of its inception date (the “Audited Financial Statements”), by an auditor that is subject to the public company accounting oversight board (“PCAOB”), and acceptable to GTII is a condition to be met before the closing of the transaction can occur. In January, 2022, GTII terminated the agreement for non-performance of the closing requirements.
On October 5, 2021, the Company signed a letter of intent with Classroom Salon (CS), to define the terms of an acquisition of all outstanding shares of CS. CS uses interfaces, workflows and proprietary algorithms, providing a tool to author, deploy, teach and assess school courses, seminars and other study groups and then integrate them with other learning platforms at any educational levels.
On November 9, 2021, GTII, and Trento Resources and Energy Corp, (“Trento”) a corporation organized under the laws of the State of Delaware, signed a binding stock purchase agreement (“SPA”) to engage in a merger/business combination, for the best interests of the shareholders of both GTII and Trento, pursuant to which Trento will become a wholly-owned subsidiary of GTII. Pursuant to the SPA, GTII issued 100,000 shares of common stock to Sean Wintraub, with 100,000,000 shares to be issued upon Trento’s successful raising, within six (6) months of funds sufficient to support large-scale mining operations at the Trento Mining Project (the “Trento Project”), located in the third region of Atacama, Chile, Copiapo. In addition, and within six (6) months subsequent to the raising of said funds, if GTII receives independent confirmation of the presence of the geological resources in those amounts contained in the Geological Estimation, the Company will issue Trento that amount of common stock representing industry standard multipliers for the value of that number of geological resources found listed in the Geological Estimation. On December 9, 2021, GTII retained Bertrand-Galindo Barrueto Barroilhet & Cia, (“Bertrand-Galindo”) a firm headquartered in Santiago, Chile to conduct a due diligence review of the Trento’s interests in Inversiones Trento SpA and the related mining concessions, operations, land easements, permits and assets related to the Trento project. Bertrand-Galindo will also provide relevant corporate, legal, regulatory and tax structure guidance as needed.
On December 18, 2021 the Company entered into a membership interest purchase agreement with AT Gekko PR LLC, a Puerto Rico limited liability company (“AT Gekko”), which owned 100% of the issued and outstanding membership interests of Classroom Salon Holdings, LLC, a Delaware limited liability company (“Classroom Salon Holdings”). Also on December 18, 2021 AT Gekko executed an assignment to the Company of its membership interests in Classroom Salon Holdings, making Classroom Salon Holdings a wholly-owned subsidiary of the Company. The transaction was also subject to certain post-closing conditions as set forth in the membership interest purchase agreement. The conditions include PCAOB audited financial statements for 2020 and 2021, an amended license agreement with Carnegie Mellon University, and the consummation of the acquisition of Classroom Salon, LLC.
On January 10, 2022, GTII executed a memorandum of understanding with DTXS Auction, Ltd., a wholly-owned subsidiary of DTXS Silk Road Investment Holdings Company, Ltd., (HKSE code 0620). On January 31, 2022, GTII executed a proposal sheet with DTXS Auction, Ltd., for the proposed exchange of 100,000 shares of the Company’s common stock for 350,000 shares of the common stock of DTXS Silk Road Investment Holdings Company, Ltd. The proposal sheet provides that, in consideration for the share exchange, DTXS will (a) develop a Chinatown art district within the Company’s planned Metaverse and (b) provide the Company with access to Chinese art pieces that it owns, controls or has access to, from eras of Chinese antiquity.
| 20 |
Also on January 10, 2022, GTII executed an irrevocable gift agreement with Icahn School of Medicine at Mount Sinai for the donation of 250,000 shares of the Company’s commons stock over each of the next three years, inclusive of 2022.
On January 17, 2022, GTII executed a memorandum of understanding with TCG Gaming B.V., a Netherlands based metaverse development company, for the lease of a plot of virtual land in the TCG World metaverse.
On January 18, 2022, GTII’s subsidiary, Classroom Salon Holdings, LLC, executed membership interest purchase agreements, as well as assignments of membership interests, resulting in the acquisition of 100% of Classroom Salon, LLC, a Pennsylvania limited liability company. On February 22, 2022, Classroom Salon, LLC, executed an amended and restated license agreement with Carnegie Mellon University. On February 25 2022, Classroom Salon Holdings, LLC completed its requisite two-year, PCAOB audit.
On March 9, 2022, GTII executed a non-binding Letter of Intent with Wildfire Media Corp, relating to the acquisition of the assets and liabilities of 1-800-Law-Firm, PLLC, a Delaware Corporation On May 25, 2022, the Company and Wildfire Media Corp, signed a term sheet which established the acquisition price and other more formal terms and conditions under which the parties would be able to conclude the anticipated final transaction. more formally establishing to establish the acquisition price, and formal terms and conditions under which the parties are to conclude the perspective transaction.
On July 28, 2022, FINRA sent a ‘deficiency notice’ pursuant to FINRA rule 6490, whereby its Department of Market Operations determined that the Company’s request to pay a dividend to its shareholders was deficient. It based this finding on the fact that the Depository Trust & Clearing Corpoation (DTCC) has declined to facilitate or process the distribution of the Shibu Inu Tokens to GTII shareholders holding shares in CEDE & Co, which is a substantial portion of GTII’s outstanding common shares. The Company, in preparation for the distribution of this digital dividend, purchased one billion Shibu Inu Tokens and set them aside to be distributed. It also sold its interest in www.beyondblockchain.us to Alt5 Sigma in anticipation of that company processing the distribution of the digital dividend to all shareholders who opened a digital wallet on beyondblockchain, or other digital platforms, including Etherium and Bitcoin. There is currently no method of passing these tokens through to brokerage account holders to match out transfer agent records and the company is of the opinion that DTCC should be able to develop a process to distribute this dividend, and it is therefore in the process of evaluating whether or not to appeal FINRA’s decision. In the meantime, the distribution of tokens will not be undertaken at this time.
| 21 |
Employees
As of June 30, 2022, the Company employs two individuals in executive positions.
RESULTS OF OPERATIONS
Results of Operations for the Three Months Ended June 30, 2022, Compared to Three Months Ended June 30, 2021:
There were no revenues generated during the three months ended June 30, 2022, and 2021. Our operating expenses decreased from $1,370,204 in 2021 to $981,183 in 2022. The decrease was primarily the result of a decrease in professional services including investor relations, IT, legal, accounting and consulting. The Company issued $727,990 in stock to our professionals during the second quarter 2022 as compared to $866,724 for the second quarter 2021. Our interest expense decreased to $12,289 for the three months ended June 30, 2022, from $12,904 for the three months ended June 30, 2021. We also had unrealized loss from our marketable securities of $(36,000) for the three months ended June 30, 2022, compared to a gain of $281,000 for the three months ended June 30, 2021. The Company also recorded a gain on sale of its digital asset of $22,291 and a gain on settlement of debt of $28,150 in the second quarter of 2022, there were none in the same quarter of 2021.
Our net loss decreased by $122,577 from $(1,102,108) in the first quarter 2021 to a loss of $(977,531) in the second quarter 2022. The primary reason for this increase was the decrease in professional services. We expect that our losses will continue until we are able to establish a consistent revenue source and finalize our projected acquisitions.
Results of Operations for the Six Months Ended June 30, 2022, Compared to Six Months Ended June 30, 2021:
There were no revenues generated during the six months ended June 30, 2022 and 2021. Our operating expenses increased from $2,094,501 in 2021 to $2,124,028 in 2022. The increase was primarily the result of an increase in professional services including investor relations, IT, legal, accounting and consulting for our digital asset platform, fine art and medical advisory board, as well as charitable service contributions. The Company issued $1,591,098 in stock for services during the first six months of 2022 as compared to $1,337,724 for the same period of 2021. Our interest expense increased to $70,816 for the six months ended June 30, 2022, from $32,349 for the six months ended June 30, 2021. We also had unrealized loss from our marketable securities of $(63,000) for the six months ended June 30, 2022, compared to a gain of $349,000 for the six months ended June 30, 2021. The Company recorded a gain from its block sale asset of $22,291 and gains from settlement of debt of $28,150 of which none were recorded in 2021.
Our net loss increased by $428,053 from $(1,777,850) in the first six months of 2021 to a loss of $(2,205,903) in the first six months of 2022, The primary reason for this increase was the increase in professional services and donations, as the Company entered a growth stage of acquisitions and funding requirements. We expect that our losses will continue until we are able to establish a consistent revenue source and finalize our projected acquisitions.
LIQUIDITY AND CAPITAL RESOURCES
On June 30, 2022, we had cash on hand of $354,651 compared to $359,143 on December 31, 2021. Cash generated by our operations was $93,913 during the six months ended June 30, 2022, compared to cash used of $(160,077) during the six months ended June 30, 2021. Our operations are supported by our CEO who uses individual credit to pay for expenses of the Company. During the six months ended June 30, 2022, we received $50,000 in proceeds from the issuance of a note payable.. We anticipate that we will have a negative cash flow from operations for 2022. We have sufficient cash on hand on June 30, 2022, to cover our cash flow. We will attempt to raise capital through the sale of our common stock or through debt financing,
Some of Global Tech’s past due obligations, including $338,000 of accounts payable, and $871,082 of notes payable and judgments, were incurred or obtained prior to 2005. No actions have been taken by any of the applicable creditors, and the statute of limitations has been exceeded for the creditors to seek legal action. Global Tech believes that these obligations will not be satisfied in the future because the statute of limitations has been exceeded, and is currently seeking a judicial resolution to these obligations.
| 22 |
Any remedy to our current lack of liquidity must take into account all the foregoing liabilities. Global Tech intends to expand and develop its new acquisition operating activities to generate significant cashflow to allow it to pay its current obligations and settle its remaining obligations. Capital raise plans are under consideration but it cannot be assured that they will materialize in the current economic environment. Currently, Global Tech is without adequate financing or liquid assets. Because no actions have been taken on the aforementioned past due obligations and demand has not been made by the applicable current note holders, we are unable to accurately quantify the effect the overdue accounts have on Global Tech’s financial condition, liquidity and capital resources. However, in the event that all of these obligations and notes payable were required to be paid in an amount equal to the full balance of each, Global Tech would not be able to meet the obligations based upon its current financial status. The liquidity shortfall of $(2,800,374) would cause Global Tech to default and, further, would put our continued viability in jeopardy.
Going Concern Qualification
The Company has incurred significant losses from operations, and such losses are expected to continue. The Company’s auditors have included a “Going Concern Qualification” in their report for the year ended December 31, 2021. In addition, the Company has limited working capital. The foregoing raises substantial doubt about the Company’s ability to continue as a going concern. Management’s plans include seeking additional capital and/or debt financing. There is no guarantee that additional capital and/or debt financing will be available when and to the extent required, or that if available, it will be on terms acceptable to the Company. The financial statements do not include any adjustments that might result from the outcome of this uncertainty. The “Going Concern Qualification” may make it substantially more difficult to raise capital.
Potential Impact of COVID-19
The Company is concerned that the COVID-19 virus may impact the Company’s ability to raise additional equity capital due to the uncertainty of the virus’ effects on the economy and capital markets, which may make potential investors less likely to invest during the pandemic. This may affect the Company’s ability to raise equity capital to meet its financial obligations, implement its business plan and continue as a going concern.
Off-Balance Sheet Arrangements
We have no off-balance sheet arrangements.
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
Not Applicable.
ITEM 4. CONTROLS AND PROCEDURES
Evaluation of Disclosure Controls and Procedures
Disclosure controls and procedures are controls and other procedures that are designed to ensure that information we are required to disclose is recorded, processed, summarized and reported, within the time periods specified in the rules and forms of the Commission. David Reichman, our Chief Executive Officer and our Principal Accounting Officer, is responsible for establishing and maintaining our disclosure controls and procedures.
Under the supervision and with the participation of our management, including the Chief Executive Officer and Chief Financial Officer, we have evaluated the effectiveness of our disclosure controls and procedures (as defined in Rule 13a-15(e) and Rule 15d-15(e) of the Exchange Act) as of the end of the period covered by this report. The disclosure controls and procedures ensure that all information required to be disclosed by us in the reports that we file or submit under the Exchange Act is: (i) recorded, processed, summarized and reported, within the time periods specified in the SEC’s rule and forms; and (ii) accumulated and communicated to our management as appropriate to allow timely decisions regarding required disclosure. Based on that evaluation, management concluded that our controls were not effective as of June 30, 2022.
Changes in Internal Controls over Financial Reporting
There were no changes in our internal control over financial reporting that occurred during the six months ended June 30, 2022, that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.
| 23 |
PART II OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
During March 2013, the Company was named in an action pertaining to the 75% working interest in the Ownbey Lease. Subsequent to the Company’s purchase of the assets and the termination of the operator, a mechanics lien was filed against the property claiming approximately $267,000 in fees are due to the previous operator. An action commenced in the District Court of Chautauqua County, Kansas, captioned Aesir Energy, Inc. vs. American Resource Technologies, Inc.; Nancy Ownbey Archer; Jimmy Stephen Ownbey; Robbie Faye Butts; Global Tech Industries Group, Inc. and TTII oil & Gas, Inc. In February 2017, the Chautauqua Court ruled that the acquisition agreement be nullified. During 2019, all assets and liabilities were removed from the companies’ books including an asset retirement obligation of $101,250 that was associated with the oil and gas property. No other monetary claims have been asserted against GTII or TTII Oil & Gas, Inc
On December 30, 2016, the Company executed a stock purchase agreement (the “Agreement”), which was signed and closed in Hong Kong, with GoFun Group, Ltd. through its wholly owned subsidiary Go F & B Holdings, Ltd. GoFun Group, Ltd. is a privately held company running a casual dining restaurant business, based in Hong Kong. Subsequent to the agreement being signed, GoFun Group failed to substantially perform under the agreement, including, but not limited to providing audited financials of its assets, making the ongoing payments called for in the agreement, along with other matters that led Global Tech to initiate litigation in the United States. Currently, Global Tech and GoFun are litigating the matter in the U.S District Court for the Southern District of New York, Docket No.17-CV-03727 . On October 2, 2019, the Company was able to secure, via preliminary settlement, the return of 43,649,491 shares of the Company’s stock out of the original 50,649,491 that were issued in good faith to GoFun in anticipation of a final stock exchange. That stock has been returned to the Company’s treasury and cancelled. On May 14, 2021, the Superior Court of New Jersey, Chancery Division: Monmouth County (docket no. PAS-MON-C-60-21) issued an order restraining the removal of restrictive legends on the remaining 7,000,000 shares of stock, pending further order of the New Jersey Court. The underlying matter currently in the U.S. district Court for the Southern District of New York, remains pending.
On February 3, 2017, the Company filed suit in Eastern District Federal Court New York against American Resource Technologies, Inc., (ARUR) and several directors and officers relating to the Chautauqua County Court Kansas decision nullifying the acquisition Agreement of ARUR. The Company has made several attempts to recover the shares of GTII stock paid to ARUR for the asset acquisition and the various costs and expenses expended by GTII in fulfillment of its obligations under the contract with ARUR. The failure of non-litigation attempts to resolve the matter resulted in filing an action for declaratory judgment in the US District Court for the Eastern District of New York, Docket No. 17-CV-0698. The case was subsequently withdrawn due to the close of ARUR operations. . During the 2nd quarter 2020, the Company was successful in recalling the 4,668,530 shares and cancelling them from the shareholders list.
On December 30, 2019, a dispute between the Company and its counsel regarding the GoFun matter, above, resulted in a filing, and subsequent settlement, of an action in the Supreme Court of the State of New York for the County of New York (Index No. 656396/2019). Pursuant to the settlement, counsel for the Company accepted previously-issued shares as full payment for all legal work, expenses, costs, and other fees.
On March 17, 2021, the Company filed an action against Pacific Technologies Group, Inc., Rollings Hills Oil and Gas Inc., Demand Brands, Inc., Innovativ Media Group, Inc., Tom Coleman, and Bruce Hannan, in the Supreme Court of the State of New York, County of New York (Index No. 651771/2021), alleging fraud, rescission and cancellation of a written instrument, unconscionability, breach of contract, breach of good faith and fair dealing, unjust enrichment, and civil conspiracy. The action stems from a stock purchase agreement entered into by the Company and Pacific Technologies Group, Inc. (then known as Demand Brands, Inc.) on October 16, 2018. On May 22, defendants filed a motion seeking additional time to answer. As of March 31, 2022, no ruling on that motion has been entered. Need to update
On August 16, 2021, the Company filed an action against David Wells, in the United States District Court for the Southern District of New York (Case 1:21-cv-06891) seeking injunctive relief and relinquishment of 150,000 shares held in the name of David Wells. As of December 31, 2021, David Wells has not yet filed an answer to the Company’s complaint. On November 11, 2021, David Wells filed an action against GTII in the United States District Court for the District of Nevada,(Case 2:21-cv-02040) claiming a violation of the duty to register transfer of shares. As of March 31, 2022, the parties are engaged in briefing jurisdictional motions. As of current, the matter in the state court in the southern district of New York has been dismissed; the matter in the state of Nevada court remains active.
On August 24, 2021, the Company filed an application for a temporary restraining (“TRO”) order in the Superior Court of New Jersey, Chancery Division: Monmouth County (Docket No.: Mon-C-132-21) seeking to restrain Liberty Stock Transfer, Inc. from removing restrictive legends from 6,000,000 shares of Company stock held in the name of International Monetary, as well as from transferring said shares. The Court granted the TRO effective until September 28, 2021. On September 28, 2021, the Court declined to issue any further restraints.
In the interim, on September 16, 2021, International Monetary filed an action against the Company in Clark County, Nevada (Case No: A-21-841175-B) alleging breach of contract and breach good faith and fair dealing, as well as a request for declaratory relief, and temporary restraining order and preliminary injunction. On September 30, 2021, the Company filed a notice of removal of the action to the United States District Court for the District of Nevada (Case 2:21-cv-01820), as well as a request for a temporary restraining order enjoining International Monetary from taking any action to remove the restrictive legend shares from Company shares held in its name. On October 14, 2021, International Monetary filed a motion to strike the petition for removal. As of March 31, 2022, no ruling on that motion has been entered. As of current, the motion to remand to the federal court has been declined; the matter remains active in the Nevada state court.
| 24 |
ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
There were no unregistered shares of common stock sold for cash during the six months ended June 30, 2022.
There were shares of common stock issued for legal, marketing, and other professional services rendered to the Company by consultants in the aggregate amount of 1,400,247 shares during the six months ended June 30, 2022 with a value of $1,591,918
ITEM 3. DEFAULTS UPON SENIOR SECURITIES
| The Company has the following note payable obligations in default: | ||||
| Note payable to Facts and Comparisons due September 1, 2002, with interest accrued at 6% per annum, unsecured, in settlement of a trade payable; unpaid to date and in default | 18,000 | |||
| Note payable to Luckysurf.com due September 12, 2002 with interest accrued at 6% per annum, unsecured, in settlement of a trade payable; unpaid to date and in default | 30,000 | |||
| Note payable to Michael Marks (a shareholder) due August 31, 2000 with interest accrued at 5% per annum, unsecured; unpaid to date and in default | 25,000 | |||
| Note payable to Steven Goldberg (a former consultant) due July 10, 2002, unsecured with interest of 7% accrued if unpaid at due date, in settlement of liability; unpaid to date and in default | 40,000 | |||
| Note payable to a corporation, unsecured with interest of 6% per annum, unpaid to date and in default | 7,000 | |||
| Note payable to a corporation, unsecured with interest accruing at 6% per annum, unpaid to date and in default | 100,000 | |||
| Note payable to a corporation, unsecured with interest accruing at 6% per annum, unpaid to date and in default | 32,746 | |||
| Note payable to a corporation, unsecured with interest accruing at 6% per annum, unpaid to date and in default | 32,960 | |||
| Note payable to a corporation, unsecured, non interest bearing, unpaid to date and in default | 192,000 | |||
| Note payable to an LLC, unsecured with interest accruing at 6% per annum, unpaid to date and in default | 5,000 | |||
| Various Notes payable to an individual, unsecured with interest accruing at 6% per annum, unpaid to date and in default | 388,376 | |||
| Totals | $ | 871,082 |
| 25 |
None of these notes have been paid, and management has indicated that no demand for payment for any of these notes has been received by the Company. However, the Company received a notice of motion from Luckysurf.com dated October 22, 2002, seeking entry of a judgment for $30,000. No further information or action has been received by the Company relating to this note.
ITEM 5. OTHER INFORMATION
Not Applicable
ITEM 6. EXHIBITS
3. Exhibits
| 26 |
| 27 |
| 1) | Filed November 13, 2009, as an exhibit to a Form 10-Q and incorporated herein by reference. |
| Filed January 3, 2012, as an exhibit to an 8 – K and incorporated herein by reference. | |
| Filed April 12, 2013, as an exhibit to an 8 – K and incorporated herein by reference. | |
| (2) | Filed July 19, 2010, as an exhibit to a Form 10-K/A and incorporated herein by reference. |
| (3) | Filed November 7, 2007, as an exhibit to a Form 8-K and incorporated herein by reference. |
| (4) | Filed March 25, 2010, as an exhibit to a Form 8-K and incorporated herein by reference. |
| (5) | Filed January 19, 2010, as an exhibit to a Form 8-K and incorporated herein by reference. |
| (6) | Filed July 19, 2010, as an exhibit to a Form 10-Q/A and incorporated herein by reference. |
| (7) | Filed February 9, 2011, as an exhibit to a Form 8-K and incorporated herein by reference. |
| (8) | Filed April 19, 2011, as an exhibit to a Form 8 - K and incorporated herein by reference. |
| (9) | Filed October 18, 2011, as an exhibit to a Form 8 - K and incorporated herein by reference. |
| (10) | Filed March 6, 2012, as an exhibit to a Form 8 – K and incorporated herein by reference. |
| (11) | Filed March 23, 2012, as an exhibit to a Form 8 – K and incorporated herein by reference. |
| (12) | Filed January 8, 2013, as an exhibit to a Form 8 – K and incorporated herein by reference. |
| (13) | Filed April 12, 2019, as an exhibit to a Form 8 – K and incorporated herein by reference. |
| (14) | Filed December 26, 2019, as an exhibit to a Form 8 -K and incorporated herein by reference |
| (15) | Filed November 27, 2020, as an exhibit to a Form 8 -K and incorporated herein by reference |
| (16) | Filed March 1, 2021, as an exhibit to a Form 8 – K and incorporated herein by reference |
| (17) | Filed March 23, 2021, as an exhibit to a Form 8 -K and incorporated herein by reference |
| (18) | Filed March 24, 2021, as an exhibit to a Form 8 – K and incorporated herein by reference |
| (19) | Filed April 6, 2021, as an exhibit to a Form 8 – K and incorporated herein by reference |
| (20) | Filed April 7, 2021, as an exhibit to a Form 8 - K and incorporated herein by reference |
| (21) | Filed April 30, 2021, as an exhibit to a Form 8 – k and incorporated herein by reference |
| (22) | Filed May 13, 2021, as an exhibit to a Form 8 – K and incorporated herein by reference |
| (23) | Filed June 6, 2021, as an exhibit to a Form 8 – K and incorporated herein by reference |
| (24) | Filed November 16, 2021, as an exhibit to a Form 8-K and incorporated herein by reference |
| (a) | Exhibits |
| 28 |
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
| Dated: November 10, 2022 | GLOBAL TECH INDUSTRIES GROUP, INC. | |
| By: | /s/ David Reichman | |
| David Reichman, Chairman of the Board, Chief Executive Officer, Chief Financial Officer and Principal Accounting Officer | ||
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.
| By: | /s/ David Reichman | Dated: November 10, 2022 | |
| David Reichman, Chairman of the Board, Chief | |||
| Executive Officer, Chief Financial Officer | |||
| and Principal Accounting Officer | |||
| By: | /s/ Kathy M. Griffin | Dated: November 10, 2022 | |
| Kathy M. Griffin, Director, President | |||
| By: | /s/ Frank Benintendo | Dated: November 10, 2022 | |
| Frank Benintendo, Director & Secretary | |||
| By: | /s/ Donald Gilbert | Dated: November 10, 2022 | |
| Donald Gilbert, Director | |||
| By | /s/ Michael Valle | Dated November 10, 2022 | |
| Michael Valle, Director |
| 29 |
.
Exhibit 21.1
Subsidiaries of the Registrant:
1.TTI Strategic Acquisitions & Equity Group, Inc.
Delaware Corporation
511 Sixth Avenue, Suite 800
New York, NY 10011
2. G T International Group, Inc.
Wyoming Corporation
511 Sixth Avenue, Suite 800
New York, NY 10011
Global Tech Health, Inc.
Nevada Corporation
511 Sixth Avenue, Suite 800
New York, NY 10011
Classroom Salon Holdings, LLC
Delaware Corporation
511 Sixth Avenue, Suite 800
New York, NY 10011
Exhibit 23.1