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STOCKHOLDERS’ DEFICIT
12 Months Ended
Dec. 31, 2023
Equity [Abstract]  
STOCKHOLDERS’ DEFICIT

NOTE 9 – STOCKHOLDERS’ DEFICIT

 

  A) NUMBER OF SHARES AUTHORIZED

 

The Board of Directors has authorized 750,000,000 shares of common stock to be issued at a par value of $0.001. As of December 31, 2023 and December 31, 2022, 369,025,857 and 262,251,320 shares of common stock are issued and outstanding, respectively.

 

  B) PREFERRED STOCK

 

The Board of Directors authorized 50,000 shares of “blank check” preferred stock. The terms, rights and features of the preferred stock will be determined by the Board of Directors upon issuance. Subject to the provisions of the Company’s certificate of amendment to the articles of incorporation and the limitations prescribed by law, the Board of Directors would be expressly authorized, at its discretion, to adopt resolutions to issue shares, to fix the number of shares and to change the number of shares constituting any series and to provide for or change the voting powers, designations, preferences and relative, participating, optional or other special rights, qualifications, limitations or restrictions thereof, including dividend rights (including whether the dividends are cumulative), dividend rates, terms of redemption (including sinking fund provisions), redemption prices, conversion rights and liquidation preferences of the shares constituting any series of the preferred stock, in each case without any further action or vote by the stockholders. The Board of Directors would be required to make any determination to issue shares of preferred stock based on its judgment as to the best interests of the Company.

 

During 2016, the Board of Directors authorized the issuance of 1,000 shares of Series A Preferred Stock to David Reichman, the Company’s CEO. Mr. Reichman has advanced significant capital and expended significant time to the Company without compensation. As an effort to give Mr. Reichman security for his advances, the 1,000 shares of preferred were issued. The Series A Preferred Shares have the following features attached:

 

  1) Non-participating in the dividends to the Common Shareholders
  2) No Liquidation Preference
  3) Voting Rights to include: the right to vote in an amount equal to 51% of the total vote with respect to any proposal relating to (a) increasing the authorized share capital of the Company, (b) effecting any forward stock split of the Company’s authorized, issued or outstanding shares of capital stock, and (c) any other matter subject to a shareholder vote.

 

 

  4) The shares have no conversion rights
  5)

The shares are transferable.

  6) Redemption Rights: The Series A shares shall be automatically redeemed upon (a) Mr. Reichman ceases to serve as an officer or director of the Company, (b) on the date that the Company’s shares or common stock first trade on any national securities exchange

 

  C) ISSUANCES OF COMMON STOCK

 

On January 3, 2022, the Board of Directors authorized the issuance of 50,000 shares for services valued at $74,750, the market price of the shares upon authorization.

 

On March 17, 2022, the Board of Directors authorized the issuance of 125,000 shares for services valued at $200,000, the market price of the shares upon authorization.

 

On March 31, 2022, the Board of Directors authorized the issuance of 108,399 shares for services valued at $178,358 the market price of the shares upon authorization.

 

On March 31, 2022, the Board of Directors authorized the issuance of 250,000 shares for medical advisory, charitable and other services valued at $410,000, the market price of the shares upon authorization.

 

On April 4, 2022, the Board of Directors authorized the issuance of 672,457 shares for the conversion of notes payable and accrued interest of $1,075,077, the market price of the shares upon grant.

 

On May 24, 2022, the Board of Directors authorized the issuance of 125,000 shares for services valued at $178,358 the market price of the shares upon authorization.

 

On May 24, 2022, the Board of Directors authorized the issuance of 250,000 shares for medical advisory, charitable and other services valued at $186,250, the market price of the shares upon authorization.

 

On June 28, 2022, the Board of Directors authorized the issuance of 91,848 shares for services valued at $105,958 the market price of the shares upon authorization.

 

On September 6, 2022, the Board of Directors authorized the issuance of 360,000 shares for medical advisory, charitable and other services valued at $223,236, the market price of the shares upon authorization.

 

On September 6, 2022, the Board of Directors authorized the issuance of 420,933 shares for services valued at $261,020 the market price of the shares upon authorization.

 

On September 29, 2022, the Board of Directors authorized the issuance of 134,377 shares for services valued at $713,542 the market price of the shares upon authorization.

 

On November 11, 2022, the Board of Directors authorized the issuance of 500,000 shares for services valued at $1,745,000 the market price of the shares upon authorization.

 

On November 11, 2022, the Board of Directors authorized the issuance of 2,000,000 shares for medical advisory, charitable and other services valued at $6,980,000, the market price of the shares upon authorization.

 

On December 30, 2022, the Board of Directors authorized the issuance of 184,390 shares for services valued at $270,670 the market price of the shares upon authorization.

 

 

On January 25, 2023, the Board of Directors authorized the issuance of 21,288,187 shares for services valued at $31,932,281 the market price of the shares upon authorization.

 

On January 25, 2023, the Board of Directors authorized the issuance of 8,432,848 shares for services valued at $12,649,272 the market price of the shares upon authorization.

 

On January 25, 2023, the Board of Directors authorized the issuance of 3,323,565 shares for services valued at $4,985,348 the market price of the shares upon authorization.

 

On January 25, 2023, the Board of Directors authorized the issuance of 3,416,114 shares for services valued at $5,124,171 the market price of the shares upon authorization.

 

On January 25, 2023, the Board of Directors authorized the issuance of 21,288,187 shares for services valued at $31,932,281 the market price of the shares upon authorization.

 

On January 25, 2023, the Board of Directors authorized the issuance of 8,000,000 shares for medical advisory, charitable and other services valued at $12,000,000 the market price of the shares upon authorization.

 

On January 30, 2023, the Board of Directors authorized the issuance of 227,284 shares for services valued at $379,564 the market price of the shares upon authorization.

 

On February 16, 2023, the Board of Directors authorized the issuance of 250,000 shares for services valued at $175,000 the market price of the shares upon authorization.

 

On March 7, 2023, the Board of Directors authorized the issuance of 3,000,000 shares for medical advisory, charitable and other services to multiple recipients valued at $3,860,000 the market price of the shares upon authorization.

 

On March 31, 2023, the Board of Directors authorized the issuance of 80,650 shares for services to multiple recipients valued at $147,590 the market price of the shares upon authorization.

 

On April 14, 2023, the Board of Directors authorized the issuance of 4,000,000 shares for services valued at $6,560,000 the market price of the shares upon authorization.

 

On April 29, 2023, the Company issued shares for a stock dividend totaling 31,026,961 shares.

 

On June 30, 2023, the Board of Directors authorized the issuance of 204,573 shares for services to multiple recipients valued at $167,750 the market price of the shares upon authorization.

 

On August 7, 2023, the Board of Directors authorized the issuance of 600,000 shares for medical advisory, charitable and other services to multiple recipients valued at $504,000 the market price of the shares upon authorization.

 

On August 31, 2023, the Board of Directors authorized the issuance of 575,000 shares for services to multiple recipients valued at $368,250 the market price of the shares upon authorization.

 

On September 29, 2023, the Board of Directors authorized the issuance of 115,132 shares for services valued at $87,500 the market price of the shares upon authorization.

 

On September 29, 2023, the Board of Directors authorized the issuance of 750,000 shares for medical advisory, charitable and other services to multiple recipients valued at $570,000 the market price of the shares upon authorization.

 

On September 29, 2023, the Company issued 20,000,000 shares which are being held in escrow with a designated attorney for a pending acquisition.

 

On September 29, 2023, the Board of Directors authorized the issuance of 305,591 shares for services to multiple recipients valued at $238,723 the market price of the shares upon authorization.

 

On November 2, 2023, the Board of Directors authorized the issuance of 200,000 shares for services valued at $128,000 the market price of the shares upon authorization.

 

On November 30, 2023, the Board of Directors authorized the issuance of 200,000 shares for services valued at $104,000 the market price of the shares upon authorization.

 

On December 1, 2023, the Board of Directors authorized the issuance of 200,000 shares for services valued at $84,800 the market price of the shares upon authorization.

 

On December 29, 2023, the Board of Directors authorized the issuance of 578,732 shares for services to multiple recipients valued at $245,382 the market price of the shares upon authorization.

 

  D) 2007 OMNIBUS STOCK AND INCENTIVE PLAN

 

On September 24, 2007, the Board of Directors authorized the creation of the 2007 Omnibus Stock and Incentive Plan (the “2007 Plan”). The 2007 Plan was approved by the stockholders on November 28, 2007. An aggregate of 60,000 shares of common stock is reserved for issuance and available for awards under the 2007 Plan.

 

 

Awards under the 2007 Plan may include non-qualified stock options, incentive stock options, stock appreciation rights (“SARs”), restricted shares of common stock, restricted units and performance awards. For a complete description of the Plan, see Global Tech’s Form 8-K filed with the SEC on November 7, 2007.

 

  E) UNEARNED ESOP SHARES

 

Effective January 1, 2009, the Company organized the Tree Top Industries Profit-Sharing Plan Trust, to manage the Company’s Employee Stock Option Profit-Sharing Plan (“the Plan”). On November 13, 2018, the Trust name was changed to Global Tech Industries Group Profit Sharing Plan Trust. At the direction of the Board of Directors, the Company annually issues share to the Trust for the future benefit of the employees of the Company. The plan allows the Board of Directors to issue shares to the Trust annually to be allocated to the participants.

 

The Plan was organized consistent with the requirements of Section 401(a) of the Internal Revenue Code of 1986; however, the Plan has not been administered as a qualified retirement plan, and therefore, the shares issued to the ESOP have not been deducted for federal tax purposes. The employee group is a Top-Heavy group of Key Employees, however, the plan will also cover all employees that are eligible. Eligibility occurs for each employee that is employed on the anniversary date of the Plan. Participation shall cease upon the termination of the employee services, on account of death, disability, retirement or the separation from the employer. Each year the Employer shall contribute either cash or stock of the Corporation, an amount to the Plan as shall be determined by the Board of Directors. The contributions vest as follows:

 

For each of the first two years of Service   10% per year
Each additional year of Service over two years    
    20% additional
Full vesting after six years of Service    0%

 

Retirement and death benefits commence at the termination of Service. Benefits may be paid in Cash, Stock or through a Qualified Join and Survivor Annuity.

 

Pursuant to ASC 718, the Company’s ESOP Plan is a non-leveraged plan, and therefore compensation expense is recorded at the fair value of the shares issued at the grant date. The Company has never issued dividends to its shareholders, and therefore no dividends have been issued to the ESOP plan. The ESOP shares are considered issued and outstanding for the earnings per share computation. Compensation expense of $0 and $150,000 has been recorded during 2020 or 2019, respectively, for the ESOP shares issued. There have been 23,500,000 and 23,500,000 share allocated to the participants of the Plan, as of December 31, 2021, and 2020, respectively and none of the shares have been committed for release. There are no shares in suspense as of December 31, 2021, and 2020, respectively. The fair value of the ESOP shares being held by the Trust as of December 31, 2022, and 2021 is $35,250,000 and $2,350,000, respectively. There is no repurchase obligation on the Company to purchase back any shares issued to the ESOP Trust. No dividends have been issued to the ESOP Trust, therefore there has been no tax benefit treatment in the Earnings Per Share computation.

 

No ESOP shares were issued for the 2023 or 2022 years.

 

 

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 0.10 of a Warrant per share of Common Stock held of record by such holder. This agreement created 23,364,803 warrants to the shareholders of the Company as a dividend valued at $57,689,800, and recorded as a decrease in retained earnings with the offsetting entry to paid in capital. The Warrants were issued on April 8, 2021. Each full Warrant shall be exercisable into one share of GTII’s common stock at an exercise price of $2.75. Manhattan Transfer Registrar Co. shall act as co-agent with Liberty. On July 27, 2021, the Company filed an Amended Registration Statement to register the warrants to be free trading when exercised. The Warrants expired on April 8, 2023.

 

   2022 Warrants 
Assumptions:     
Assumptions applicable to stock options issued     
Risk-free interest rate   25- %
Expected lives (in years)   2 
Expected stock volatility   266- %
Dividend yield   - 

 

Warrant transactions are as follows:

 

       Average   Weighted
Average
   Weighted
Aggregate
 
       Exercise   Remaining   Intrinsic 
   Shares   Price   Term   Value 
Outstanding at January 1, 2022   23,361,723   $2.75    1.25 yrs    $57,681,330 
Granted   -    -    -    - 
Exercised   (1,187,331)   2.75    -    (3,265,160)
Forfeited   -    -    -    - 
Outstanding at December 31, 2022   23,361,723   $2.75    .25 yrs    $54,416,170 
Granted   -    -    -    - 
Exercised   -    -    -    - 
Forfeited   (23,361,723)   2.75    -    (54,416,170)
Outstanding at December 31, 2023   -   $-    .04 yrs    $- 

 

 

  H) OTHER

 

March 17, 2021, the Company’s Board of Directors approved the declaration by management of a Warrant to holders of its common stock to purchase additional shares of stock. On March 22, 2021, Global Tech Industries Group, Inc., (“GTII”) a Nevada corporation, 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 shareholder of record on April 1, 2021, were issued 0.10 of a Warrant per share of Common Stock held of record by such holder. However, no fractional Warrants were issued. The Warrants were issued on or about April 8, 2021. Each full Warrant shall be exercisable into one share of GTII’s common stock at an exercise price of $2.75. The Warrants shall expire on April 8, 2023. Manhattan Transfer Registrar Co. shall act as co-agent with Liberty. The Warrants do not have a cashless exercise provision.

 

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 Beyond Blockchain, 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.

 

On July 28, 2022 FINRA declined to effectuate the Company’s request to pay a digital dividend to its shareholders. FINRA determined that the Company action was deficient because the Depository Trust & Clearing Corporation (DTCC) is unable to process the digital dividend distribution to GTII shareholders holding shares in CEDE & Co, which is a substantial percentage of its shareholders.

 

On November 14, 2022, the Company signed a Technology Agreement and a Sponsor/Advisor agreement with Horizin Fintex (“Horizon”) for the purpose of facilitating the admission of the tokenized common stock of the Company to the Upstream/MERJ exchange. As part of the agreement, Horizon would assist in the compilation and presentation of the documents and affirmations that must accompany an application for inclusion to the Upstream/MERJ exchange. As of December 31, 2023, the Company’s application is completed and still open, in spite of the agreement having been terminated.

 

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 common stock over each of the next three years, inclusive of 2022.