UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

 

FORM 10-Q10-Q/A

 

(Mark One)

 

QUARTERLY REPORT UNDER SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934

 

For Quarterly Period Ended

SeptemberJune 30, 20212022

 

or

 

TRANSITION REPORT UNDER SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934

 

For the Transition period from _______________ to ______________

 

Commission File Number: 000-10210

 

GLOBAL TECH INDUSTRIES GROUP, INC.

(Exact name of registrant as specified in its charter)

 

nevada 90-1604380

(State or other jurisdiction of

incorporation or organization)

 

(I.R.S. Employer

Identification No.)

 

511 Sixth Avenue, Suite 800

New York, NY 10011

(Address of principal executive offices) (Zip Code)

 

(212) 204 7926

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.

 

YesNo

 

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).

 

YesNo

 

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 filerAccelerated filer
Non-accelerated filerSmaller 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).

 

YesNo

 

Indicate the number of shares outstanding of each of the issuer’s classes of common stock as of the latest practicable date.

 

As of November 15, 2021August 11, 2022 the number of shares outstanding of the registrant’s class of common stock was 257,463,389.

246,722,140.

 

 
 

TABLE OF CONTENTS

 

  Pages
PART I. FINANCIAL INFORMATION3
   
Item 1.Financial Statements3
   
 Unaudited Condensed Consolidated Balance Sheets as of SeptemberJune 30, 20212022, and December 31, 2020.2021.3
   
 Unaudited Condensed Consolidated Statements of Operations for the Three and Nine MonthsSix months ended SeptemberJune 30, 20212022, and 2020.2021.4
   
 Unaudited Condensed Consolidated Statements of Stockholders’ Equity (Deficit) for the Three and NineSix months ended SeptemberJune 30, 20212022, and 2020.2021.5
   
 Unaudited Condensed Consolidated Statements of Cash Flows for the NineSix months ended SeptemberJune 30, 20212022, and 2020.2021.6
   
 Notes to Unaudited Condensed Consolidated Financial Statements7
   
Item 2.Management’s Discussion and Analysis of Financial Condition and Results of Operations1918
   
Item 3.Quantitative and Qualitative Disclosures About Market Risk2223
   
Item 4.Controls and Procedures2223
   
PART II. OTHER INFORMATION2324
   
Item 1.Legal Proceedings2324
   
Item 2.Unregistered Sales of Equity Securities and Use of Proceeds2425
   
Item 3.Defaults Upon Senior Securities2425
   
Item 5.Other Information2526
   
Item 6.Exhibits2526
   
SIGNATURES2829

 

2
 

 

PART I. FINANCIAL INFORMATION

 

ITEM 1. FINANCIAL STATEMENTS

 

GLOBAL TECH INDUSTRIES GROUP, INC.

Condensed Consolidated Balance Sheets

(Unaudited)

  September 30,  December 31, 
  2021  2020 
ASSETS        
CURRENT ASSETS        
Cash and cash equivalents $295,083  $2,479 
Prepaid expenses  -   222,167 
Marketable securities  195,000   31,000 
         
Total Current Assets  490,083   255,646 
         
PROPERTY & EQUIPMENT (NET)  2,143   2,946 
         
OTHER ASSETS        
License, net  3,958   - 
Fine art  67,845   - 
         
Total Other Assets  71,803   - 
         
TOTAL ASSETS $564,029  $258,592 
         
LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)        
         
CURRENT LIABILITIES        
Accounts payable and accrued expenses $688,733  $610,715 
Accounts payable and accrued expenses-related parties  521,274   8,953 
Accrued interest payable  376,007   357,708 
Notes payable in default  871,082   871,082 
Due to related parties  83,883   109,513 
Convertible debenture  -   74,800 
Notes payable  200,000   - 
Stock deposits  490,000   - 
         
Total Current Liabilities  3,230,979   2,032,771 
         
Total Liabilities  3,230,979   2,032,771 
         
STOCKHOLDERS' EQUITY (DEFICIT)        
Preferred stock, par value $.001, 50,000 authorized, 1,000 issued and outstanding  1   1 
Common stock, par value $0.001 per share, 550,000,000 shares authorized; 246,722,140 (including 10,150,000 shares held in escrow) and 230,498,005 issued and 236,572,140 and 230,498,005 outstanding, respectively  246,722   230,498 
Additional paid-in-capital  229,725,779   168,398,511 
Accumulated (Deficit)  (232,639,452)  (170,403,189)
         
Total Stockholders' Equity (Deficit)  (2,666,950)  (1,774,179)
         
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT) $564,029  $258,592 

  

June 30,

2022

  

December

31, 2021

 
ASSETS        
CURRENT ASSETS        
Cash and cash equivalents $354,651  $359,143 
Accounts receivable  -   78,721 
Inventory  -   290,710 
Marketable securities  100,000   163,000 
         
Total Current Assets  454,651   891,574 
         
PROPERTY, PLANT AND EQUIPMENT        
Fixed assets (net)  1,339   112,603 
Right of use assets - Operating leases  -   833,796 
Total Property, Plant and Equipment  1,339   946,399 
         
OTHER ASSETS        
License  12,892,192   3,333 
Fine art  67,845   67,845 
Security deposits  -   67,808 
Goodwill  -   6,443,559 
         
Total Other Assets  12,960,037   6,582,545 
         
TOTAL ASSETS $13,416,027  $8,420,518 
         
LIABILITIES AND STOCKHOLDERS’ EQUITY (DEFICIT)        
         
CURRENT LIABILITIES        
Accounts payable and accrued expenses $653,530  $791,008 
Accounts payable and accrued expenses-related parties  1,205,239   590,060 
Accrued interest payable  398,697   387,982 
Notes payable in default  871,082   871,082 
Notes payable  -   922,000 
Current portion of operating lease liabilities  -   274,222 
Current portion of long-term debt  126,477   2,986 
         
Total Current Liabilities  3,255,025   3,839,340 
         
LONG TERM LIABILITIES        
         
Long-term operating lease liabilities  -   559,574 
Note payable  4,841,700   147,014 
         
Total Long-term liabilities  4,841,700   706,588 
         
Total Liabilities  8,096,725   4,545,928 
         
STOCKHOLDERS’ EQUITY        
Preferred stock, par value $.001, 50,000 authorized, 1,000 issued and outstanding  1   1 
Common stock, par value $0.001 per share, 750,000,000 shares authorized; 257,463,289 (including 10,000,000 shares held in escrow) and 255,790,585 (including 16,000,000 shares held in escrow) issued and 247,463,289 and 239,790,585 outstanding, respectively  257,463   255,791 
Additional paid-in-capital  241,405,397   237,774,709 
Accumulated (Deficit)  (236,343,559)  (234,155,911)
         
Total Stockholders’ Equity (Deficit)  5,319,302   3,874,590 
         
TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY (DEFICIT) $13,416,027  $8,420,518 

 

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

 

  2022  2021  2022  2021 
  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  130,174   62,248   185,390   101,386 
Compensation and professional fees  478,241   1,307,689   1,154,977   1,992,580 
Charitable donations  372,500   -   782,500   - 
Depreciation  268   267   1,161   535 
                 
Total Operating Expenses  981,183   1,370,204   2,124,028   2,094,501 
                 
OPERATING LOSS  (981,183)  (1,370,204)  (2,124,028)  (2,094,501)
OTHER INCOME (EXPENSES)                
                 
Unrealized gain (loss) on change in fair value of marketable securities  (36,000)  281,000   (63,000)  349,000 
Gain on sale of assets  22,291   -   22,291   - 
Gain on settlement of debt  28,150   -   28,150   - 
Interest income  1,500       1,500     
Interest expense  (12,289)  (12,904)  (70,816)  (32,349)
                 
Total Other Income (Expenses)  3,652   268,096   (81,875)  316,651 
                 
LOSS BEFORE INCOME TAXES  (977,531)  (1,102,108)  (2,205,903)  (1,777,850)
                 
INCOME TAX EXPENSE  -   -   -   - 
                 
COMPREHENSIVE LOSS $(977,531) $(1,102,108) $(2,205,903) $(1,777,850)
                 
BASIC AND DILUTED LOSS PER SHARE $(0.00) $(0.00) $(0.00) $(0.00)
                 
WEIGHTED AVERAGE NUMBER OF                
SHARES OUTSTANDING, BASIC AND DILUTED  257,142,064   235,044,159   256,507,508   233,779,672 
WEIGHTED AVERAGE NUMBER OF SHARES OUTSTANDING, BASIC AND DILUTED  257,142,064   235,044,159   256,507,508   233,779,672 

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

4

GLOBAL TECH INDUSTRIES GROUP, INC.

Condensed Consolidated Statements of OperationsStockholders’ Equity (Deficit)

For the Three and Six Months Ended June 30, 2022, and 2021

(Unaudited)

  2021  2020  2021  2020 
  For The Three Months Ended  For The Nine Months Ended 
  September 30,  September 30, 
  2021  2020  2021  2020 
             
REVENUES  -   8,500   -   8,500 
                 
OPERATING EXPENSES                
                 
General and administrative  157,140   24,296   258,526   105,964 
Depreciation  1,310   -   1,845   - 
Charitable donations  540,113   -   540,113   - 
Compensation and professional fees  1,868,288   255,750   3,860,868   680,990 
                 
Total Operating Expenses  2,566,851   280,046   4,661,352   786,954 
                 
OPERATING LOSS  (2,566,851)  (271,546)  (4,661,352)  (778,454)
                 
OTHER INCOME (EXPENSES)                
                 
Gain/(loss) on marketable securities  (185,000)  14,966   164,000   (901)
Interest expense  (16,762)  (60,724)  (49,111)  (175,433)
                 
Total Other Income (Expenses)  (201,762)  (45,758)  114,889   (176,334)
                 
LOSS BEFORE INCOME TAXES  (2,768,613)  (317,304)  (4,546,463)  (954,788)
                 
INCOME TAX EXPENSE  -   -   -   - 
                 
NET LOSS $(2,768,613) $(317,304) $(4,546,463) $(954,788)
                 
BASIC AND DILUTED LOSS PER SHARE $(0.01) $(0.00) $(0.02) $(0.00)
                 
WEIGHTED AVERAGE NUMBER OF SHARES OUTSTANDING, BASIC AND DILUTED  235,247,771   205,377,721   234,303,915   205,732,175 
  Shares  Amount  Shares  Amount  Capital  (Deficit)  Equity 
  Preferred Stock  Common Stock  Additional  Accumulated  Total Stockholders’ Equity 
  Shares  Amount  Shares  Amount  Capital  (Deficit)  (Deficit) 
                      
Balance, December 31, 2020  1,000  $1   230,498,005  $230,498  $168,398,511  $(170,403,189) $(1,774,179)
                             
Common stock issued for services  -   -   4,500,000   4,500   466,500       471,000 
Common stock issued and held in escrow for the potential acquisition of Gold Transactions Intl, Inc.          6,000,000   6,000   (6,000)      - 
Imputed interest – loan                  3,360       3,360 
Net loss for the three months ended March 31, 2021                      (675,742)  (675,742)
Balance, March 31, 2021  1,000  $1   240,998,005  $240,998  $168,862,371  $(171,078,931) $(1,975,561)
                             
Common stock issued for services          166,995   167   866,557       866,724 
Warrants issued as dividend to shareholders                  57,689,800   (57,689,800)  - 
Imputed interest – loan  -   -           3,360       3,360 
Common stock issued for acquisition of Bronx Family Eye Care          4,150,000   4,150   (4,150)      - 
Net loss for the three months ended June 30, 2021                      (1,102,108)  (1,102,108)
Balance, June 30, 2021  1,000  $1   245,315,000  $245,315  $227,417,938  $(229,870,839) $(2,207,585)
                             
Balance, December 31, 2021  1,000  $1   255,790,585  $255,791  $237,774,709  $(234,155,911) $3,874,590 
                             
Common stock issued for services          533,399   534   862,574       863,108 
Reversal of acquisition  -   -           (6,969,500)  18,255   (6,951,245)
Imputed interest – loan                  3,360       3,360 
Net loss for the three months ended March 31, 2022  -                   (1,228,372)  (1,228,372)
Balance, March 31, 2022  1,000  $1   256,323,984  $256,325  $231,671,143  $(235,366,028) $(3,438,559)
Balance  1,000  $1   256,323,984  $256,325  $231,671,143  $(235,366,028) $(3,438,559)
                             
Common stock issued for services          466,848   466   727,524       727,990 
Escrow release from acquisition  -   -           7,920,090       7,920,090 
Imputed interest – loan                  3,360       3,360 
Proceeds from the exercise of warrants                  8,875       8,875 
Common stock issued for notes payable, accrued interest and accrued expenses          672,457   672   1,074,405       1,075,077 
Net loss for the three months ended June 30, 2022                      (977,531)  (977,531)
Balance, June 30, 2022  1,000  $1   257,463,289  $257,463   241,405,397  $(236,343,559) $5,319,302 
Balance  1,000  $1   257,463,289  $257,463   241,405,397  $(236,343,559) $5,319,302 

 

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)

(Unaudited)

              Additional     Total 
  Preferred Stock  Common Stock  Paid-in  Accumulated  Stockholders' 
  Shares  Amount  Shares  Amount  Capital  Deficit  Deficit 
                      
Balance, December 31, 2019  1,000  $1   205,277,990  $205,278  $161,712,986  $(167,624,703) $(5,706,438)
                             
Imputed interest – loan                  3,360       3,360 
Shares issued and held in escrow for the potential acquisition of Gold Transactions Intl, Inc.                            
Shares issued and held in escrow for the potential acquisition of Gold Transactions Intl, Inc.,shares                            
Warrants issued to shareholders of record on April 1, 2021 as dividend                            
Shares issued and held in escrow for the potential acquisition of Bronx Family Eye and My Retina                            
Shares issued and held in escrow for the potential acquisition of Bronx Family Eye and My Retina,shares                            
Shares issued for charitable service donations                            
Shares issued for charitable service donations, shares                            
Shares issued for medical advisory services                            
Shares issued for medical advisory services, shares                            
                             
Net loss for the three months ended March 31, 2020  -    -    -    -        (284,846)  (284,846)
                             
Balance, March 31, 2020  1,000  $1   205,277,990  $205,278  $161,716,346  $(167,909,549) $(5,987,924)
                             
Imputed interest – loan                  3,360       3,360 
                             
Shares issued for services          4,540,000   4,540   87,761       92,301 
                             
Shares cancelled from ARUR acquisition recission          (4,668,530)  (4,668)  4,668       - 
                             
Net loss for the three months ended June 30, 2020  -    -    -    -        (352,638)  (352,638)
                             
Balance, June 30, 2020  1,000  $1   205,149,460  $205,150  $161,812,135  $(168,262,187) $(6,244,901)
                             
Imputed interest – loan                  3,360       3,360 
                             
Shares issued for services          2,000,000   2,000   63,750       65,750 
                             
Net loss for the three months ended September 30, 2020  -    -    -    -        (317,304)  (317,304)
                             
Balance, September 30, 2020  1,000  $1   207,149,460  $207,150  $161,879,245  $(168,579,491) $(6,493,095)
                             
Balance, December 31, 2020  1,000  $1   230,498,005  $230,498  $168,398,511  $(170,403,189) $(1,774,179)
                             
Shares issued for services          4,500,000   4,500   466,500       471,000 
                             
Shares issued and held in escrow for the potential acquisition of Gold Transactions Intl, Inc.          6,000,000   6,000   (6,000)      0 
                             
Imputed interest – loan                  3,360       3,360 
                             
Net loss for the three months ended March 31, 2021  -    -    -    -        (675,742)  (675,742)
                             
Balance, March 31, 2021  1,000  $1   240,998,005  $240,998  $168,862,371  $(171,078,931) $(1,975,561)
                             
Shares issued for services          166,995   167   866,557       866,724 
                             
Warrants issued to shareholders of record on April 1, 2021 as dividend                  57,689,800   (57,689,800)  

-

 
                             
Shares issued and held in escrow for the potential acquisition of Bronx Family Eye and My Retina          4,150,000   4,150   (4,150)      - 
                             
Imputed interest – loan                  3,360       3,360 
                             
Net loss for the three months ended June 30, 2021  -    -    -    -        (1,102,108)  (1,102,108)
                             
Balance, June 30, 2021  1,000  $1   245,315,000  $245,315  $227,417,938  $(229,870,839) $(2,207,585)
                             
Shares issued for services and prepaid shares earned (Note 9)          707,140   707   1,360,181       1,360,888 
                             
Shares issued for charitable service donations          400,000   400   539,600       540,000 
                             
Shares issued for medical advisory services          300,000   300   404,700       405,000 
                             
Imputed interest – loan                  3,360       3,360 
                             
Net loss for the three months ended September 30, 2021  -    -    -    -        (2,768,613)  (2,768,613)
Net income (loss)                      (2,768,613)  (2,768,613)
Balance, September 30, 2021  1,000  $1   246,722,140  $246,722  $229,725,779  $(232,639,452) $(2,666,950)

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)

 

         2022 2021 
 For The Nine Months Ended  For The Six Months Ended 
 September 30,  June 30, 
 2021 2020  2022 2021 
          
CASH FLOWS FROM OPERATING ACTIVITIES                
                
Net loss $(4,546,463)  (954,788) $(2,205,903) $(1,777,850)
Adjustments to reconcile net loss to net cash used in operating activities:        
Depreciation and amortization  1,845   - 
Adjustments to reconcile net loss to net cash used in operating activities (net of acquisition):        
Depreciation  1,161   535 
Stock issued for services  3,643,612   158,050   

1,591,098

   1,337,724 
Imputed interest on loan  10,080   10,080   6,720   6,720 
(Gain) loss on marketable securities  (164,000)  901 
Gain on debt conversion  (28,150)  - 
Gain on asset sale  (22,291)  - 
Unrealized (gain) loss on marketable securities  63,000   (349,000)
Change in operating assets and liabilities                
Decrease is prepaid expenses  222,167   - 
Decrease in prepaid expenses  -   222,167 
Increase in accounts payable and accrued expenses  

8,459

   41,469 
Increase in accounts payable and accrued expenses-related parties  512,321   3   615,179   352,525 
Increase (decrease) in interest payable  18,299   26,517 
Increase in interest payable-related parties  -   135,548 
Increase in accounts payable and accrued expenses  78,018   518,600 
Increase in accrued interest payable  63,920   5,633 
                
Net Cash Used in Operating Activities  (224,121)  (105,089)
Net Cash Provided by (Used in) Operating Activities  93,193   (160,077)
                
CASH FLOWS FROM INVESTING ACTIVITIES                
                
Sale of marketable securities  -   143 
Cash paid for other assets  (67,845)  - 
Cash paid for fixed assets  (5,000)  - 
Cash from sale of asset  25,000   - 
Cash returned in acquisition reversal  (183,933)  - 
Cash paid for fine art  -   (67,845)
Cash acquired from license acquisition  2,373   - 
Cash paid for license  -   (5,000)
                
Net Cash Provided by (Used in) Investing Activities  (72,845)  143 
Net Cash Used in Investing Activities  (156,560)  (72,845)
                
CASH FLOWS FROM FINANCING ACTIVITIES                
Cash received from debt financing  200,000   - 
Proceeds from exercise of warrants  8,875   - 
Proceeds from note payable  50,000   - 
Cash from stock deposits  490,000   -   -   340,000 
Cash paid on convertible debenture  (74,800)  - 
Cash paid on related party loans  (186,069)  - 
Cash received from related party loans  160,439   104,981 
Payments on convertible debentures  -   (74,800)
Payments to officers and directors  -  
Cash received from related parties  -    
                
Net Cash Provided by Financing Activities  589,570   104,981 
Net Cash Provided by (Used in) Financing Activities  58,875  265,200 
                
INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS  292,604   35   (4,492)  32,278 
                
CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD  2,479   1,435   359,143   2,479 
                
CASH AND CASH EQUIVALENTS, END OF PERIOD $295,083  $1,470  $354,651  $34,757 
                
SUPPLEMENTAL DISCLOSURES:                
                
Cash paid for interest $-  $-  $-  $- 
Cash paid for income taxes $-  $-  $-  $- 
                
NON-CASH INVESTING AND FINANCING ACTIVITIES:                
                
Stock issued and held in escrow for potential acquisitions  10,150   - 
Stock issued and held in escrow $10,000  $10,150 
Reclassification of notes payable to stock deposits  150,000   -  $-  $150,000 
Common stock issued for debt, accrued interest and accrued expenses $1,075,077  $- 
Stock released from escrow for license acquisition (net of debt) $7,920,090  $- 

 

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

SeptemberJune 30, 20212022

 

NOTE 1 - CONDENSED FINANCIAL STATEMENTS

 

A) CONSOLIDATION

 

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 SeptemberJune 30, 2021,2022, and the results of operations and cash flows for the three and ninesix 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, 2020.2021. The results of operations for the period ended SeptemberJune 30, 20212022, are not necessarily indicative of the operating results for what will be the full year ended December 31, 2021.2022.

 

The accompanying consolidated financial statements include the accounts of the Company and its wholly-ownedwholly 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 generally accepted accounting principles in the United States of America U.S. GAAPapplicable 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. The Company expects with the acquisitions of GTI, Bronx Family Eye Care, and My Retina, that these operations will help support the cashflow needs of the Company. Management also expects with the commencement of revenue generating operations from these subsidiaries, that the warrants issued to shareholders will be exercised in the near future, thus providing capital for the Company and its growth plans. 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

SeptemberJune 30, 20212022

 

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. Because the performance obligations associated with the acquisitions of GTI,The Bronx and My Retina acquisitions were rescinded effective January 1, 2022. Both parties have not yet been met,mutually agreed to unwind this transaction thereby they have no impact on these subsidiaries are still contingent and have not been consolidated with the Company.financial statements.

 

B) USE OF MANAGEMENT’S ESTIMATES

 

The preparation of financial statements in conformity with generally accepted accounting principlesU.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 $250,000of insurance provided on such deposits. The Company has not experienced any losses in such accounts and believes that it is not exposed to any significant credit risk on cash and cash equivalents. At SeptemberOn June 30, 20212022, and December 31, 2020,2021, $45,083104,651 and $0 109,143excess cash balances existed, respectively. There were 0cash equivalents at September 30, 2021 and December 31, 2020.

 

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 ninethree and six months ended SeptemberJune 30, 20212022 and $8,500 of non-recurring revenue in 2020,2021, 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

SeptemberJune 30, 20212022

 

F) STOCK-BASED COMPENSATION

 

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.Measurements,ASC 820which 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 SeptemberJune 30, 20212022, and December 31, 2020.2021.

 

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

SeptemberJune 30, 20212022

 

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 SeptemberJune 30, 20212022, and December 31, 2020:2021:

SCHEDULE OF FAIR VALUE ASSETS AND LIABILITIES MEASURED ON RECURRING BASIS

  Level 1  Level 2  Level 3 
Marketable Securities – September 30, 2021 $195,000  $-0-  $-0- 
Marketable Securities – December 31, 2020 $31,000  $-0-  $-0- 
   Level 1  Level 2  Level 3 
Marketable Securities – June 30, 2022  $100,000  $-0-  $-0- 
Marketable Securities – December 31, 2021  $163,000  $-0-  $-0- 

 

H) BASIC AND DILUTED LOSS PER SHARE

 

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 Septemberthe three and six months ended June 30, 2021 and 2022, there were 4,500,664 stock options outstanding and 23,358,496 warrants outstanding, however their effects were anti-dilutive. For September 30, 2020,and there were no potentially dilutive securities to consider in the fully diluted earnings per share calculation.

SCHEDULE OF BASIC AND DILUTED PER SHARE

 2021  2020  2022 2021 
 For the Three Months Ended  For the Three Months Ended 
 September 30,  June 30, 
 2021  2020  2022 2021 
Loss (numerator) $(2,768,613) $(317,304) $(977,531) $(1,102,108)
Shares (denominator)  235,247,771   205,377,721   257,142,064   235,044,159 
Basic and diluted loss per share $(0.01) $(0.00) $(0.00) $(0.00)

 

 2021  2020  2022 2021 
 For the Nine months Ended  For the Six Months Ended 
 September 30,  June 30, 
 2021  2020  2022 2021 
Loss (numerator) $(4,546,463) $(954,788) $(2,205,903) $(1,777,850)
Shares (denominator)  234,303,915   205,732,175   256,507,508   233,779,672 
Basic and diluted loss per share $(0.02) $(0.00) $(0.00) $(0.00)

 

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) Marketable SecuritiesMARKTABLE 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

SeptemberJune 30, 20212022

 

NOTE 3 - MARKETABLE SECURITIES

 

The Company has acquired various shares of Marketable Securities overSecurities. During the past several years and engages in trading activities for its own account. The Company’s marketable securities are listed on various exchanges with readily determinable fair value per the guidance of ASC 321, “Investments – Equity Securities.” The fair value of these shares at September 30, 2021 and December 31, 2020 amounted to $195,000and $31,000, respectively. All realized and unrealized gains and losses are recorded in earnings. For the threesix months ended SeptemberJune 30, 2021,2022, the Company recorded a loss of $(185,000) (63,000)which consisted of unrealized gains (losses) by marking to market, the value of the shares held. For the threesix months ended September 30, 2020, the Company recorded unrealized gains of $14,966. For the nine months ended SeptemberJune 30, 2021, the Company recorded unrealized gains of $164,000 349,000compared to unrealized losses of $(901) for the nine months ended September 30, 2020.. The Company does not hold any equity securities that do not have readily available fair values, therefore no impairment analysis or other methods to determine value are used.

 

NOTE 4 - FIXED ASSETS

 

During the year ended 2020, the Company wrote off all fixed assets purchased prior to 2019, that were fully depreciated. Depreciation expense for the ninesix months ended SeptemberJune 30, 20212022, and 20202021 was $1,8451,161 and $0535, respectively. December 31, 2021 assets of $110,990 were removed with the unwinding of the Bronx Eye Care Acquisition.

 

Fixed assets consist of the following:

SCHEDULE OF FIXED ASSETS

 September 30, 2021  December 31, 2020  

June 30,

2022

 

December 31,

2021

 
Computer equipment $3,213  $3,213 
Equipment $3,214  $100,167 
Furniture and fixtures  -   14,037 
Total fixed assets  3,213   3,213   3,214   114,204 
Accumulated Depreciation  (1,070)  (267)  (1,875)  (1,601)
Net fixed assets $2,143  $2,946  $1,339  $112,603 

 

NOTE 5 - LICENSES

 

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 DMCC,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, 100% of the GTI shares are to be exchanged for $6,000,000 worthshares of the Company’s sharescommon stock (6,000,000grant date fair value was $7,920,090 shares)). However due toGTI has met its performance obligations includedand this transaction closed in the SPA not having been met by September 30, 2021 or subsequently through the date these financial statements were issued, the Company has transferred the Company’s shares to an escrow account and reported the shares as issued but not outstanding.second quarter of 2022. The License asset was valued at $12,892,192 net of additional liabilities recorded.

 

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:

SCHEDULE OF RECOGNIZED IDENTIFIED ASSETS ACQUIRED AND LIABILITIES ASSUMED

Cash and cash equivalents $2,373 
License (including intangibles)  12,892,192 
Trade payables  (6,388)
Note payable  (4,968,177)
     
Total identifiable net assets $7,920,000 

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 $5,000for the license and also pays a monthly hosting fee to Alt 5, which is expensed as incurred.The term of the license is for 12 months with an automatic renewal for an additional 12 months. The license will be amortized overThis asset was sold in the termsecond quarter of 24 months, using the straight line method.2022. Amortization expensed forthrough the nine months ended Septemberdate of sale was $2,708, respectively.

The Table below summarizes the Company’s licenses as of June 30, 20212022 and 2020 is $1,042 and $0, respectively.December 31, 2021:

SCHEDULE OF FINITE LIVED INTANGIBLE ASSETSLICENSE 

  September 30, 2021  December 31, 2020 
License – Digital platform $5,000  $0 
Total licensed assets  5,000   0 
Accumulated Amortization  (1,042)  0 
Net licensed assets $3,958  $0 

  June 30,  December 31, 
License 2022  2021 
       
Access and exclusivity license $12,892,192  $- 
Digital platform  -   5,000 
Total licensed assets  12,892,192   5,000 
Amortization  -   (1,667)
Net licensed assets $12,892,192  $3,333 

 

11
 

 

GLOBAL TECH INDUSTRIES GROUP, INC.

Notes to the Unaudited Condensed Consolidated Financial Statements

SeptemberJune 30, 20212022

 

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 2 pieces of art for eventual digitization as a Non Fungible Token (NFT). On April 23, 2021, the Company purchased an original Picasso: “Quatre Femmes Nues Et Tete Sculptee”, which was executed in 1934 on Montval laid paper and published by A. Vollard, Paris in 1939. The Company paid $35,940 for this piece of fine art.

 

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 $31,905. The Company intends to digitalize both pieces of fine art and issue an NFT to shareholders as a dividend, therefore, the fine art has been characterized as an other asset-not purchased for re-sale, but rather to be held for the long term.

 

NOTE 7 - RELATED PARTY TRANSACTIONS

 

Due to Related Parties

 

Due to related parties consists of cash advances and expenses paid by Mr. Reichman in order 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 ninesix months ended SeptemberJune 30, 20212022, and 2020,2021, Mr. Reichman advanced $160,439263,510 and $104,981105,252, respectively, and was repaid $186,069309,390 and $0109,325, respectively. At SeptemberAdditionally, there is an expense account due Mr. Reichman of $24,000 on June 30, 20212022. On June 30, 2022, and December 31, 2020,2021, the amounts owed to Mr. Reichman are $83,883 296,180and $109,513105,440, respectively.

 

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 ninesix months ended SeptemberJune 30, 20212022 and 2020.2021. The accrued wages for the ninesix months ended SeptemberJune 30, 20212022, and 20202021 are $465,000250,000 and $510,000147,500, respectively. The balance of accrued wages due to the officers at Septemberon June 30, 20212022, and December 31, 2020,2021, are $465,000885,000 and $0340,000, respectively.

 

NOTE 8 - NOTES PAYABLE

 

(a) NOTES PAYABLE IN DEFAULT:

 

Notes payable in default consist of various notes bearing interest at rates from 5% to 9%, which are unsecured with original due dates between August 2000 and December 2016. All the notes are unpaid to date and are in default and are thus classified as current liabilities. At SeptemberJune 30, 20212022 and December 31, 2020,2021, notes payable in default amounted to $871,082 and $871,082, respectively. Accrued interest on the notes in default at Septemberon June 30, 20212022 and December 31, 20202021 are $372,180398,697 and $345,663387,982, respectively. Below is a discussion of the details to the notes payable in default and a table summarizing the notes in default with additional information.

 

12
 

 

GLOBAL TECH INDUSTRIES GROUP, INC.

Notes to the Unaudited Condensed Consolidated Financial Statements

September 30, 2021

During 2002, the Company settled a trade payable in litigation by executing a note payable to a company in the amount of $18,000, interest accrues at 6% per annum, unsecured, due September 1, 2002, and in default. Accrued interest at September 30, 2021 and December 31, 2020 is $21,690 and $20,880, respectively.

Also during 2002, in settlement of another trade payable, the Company executed a note payable to a company in the amount of $30,000, interest accrues at 6% per annum, unsecured, due September 12, 2002, in default. Accrued interest at September 30, 2021 and December 31, 2020 is $33,649 and $32,299, respectively.

During 2000, the Company executed a note payable to an individual in the amount of $25,000, interest accrues at 5% per annum, unsecured, due August 31, 2000, in default. Accrued interest at September 30, 2021 and December 31, 2020 is $28,030 and $27,091, respectively.

In 2002, the Company settled an obligation with a consultant by executing a note payable for $40,000, interest accrues at 7% per annum, unsecured, due July 10, 2002, in default. Accrued interest at September 30, 2021 and December 31, 2020 is $54,387 and $52,287, respectively.

On December 27, 2009, the Company executed a note payable to an individual for various advances to the Company in the amount of $292,860. On June 26, 2013, this note was renegotiated to include the accrued interest. The new note balance is $388,376 and interest accrues at 5% per annum, unsecured, and is extended to October 5, 2019, with monthly installments beginning in 2014 of $5,553, which did not occur. This note is in default. Accrued interest at June 30, 2021 and December 31, 2020 is $160,474 and $145,909, respectively.

In January 27, 2010, the Company executed a note payable to a corporation in the amount of $192,000, bears no interest and is due on demand after 6 months of execution and is unsecured. No demand has been made at the date of these financial statements, but the note is in default. Interest expense in the amount of $13,440 has been imputed for this note in 2020 and 2019, with an offsetting entry to additional paid in capital.

On August 28, 2012, and September 17, 2012, the Company executed a note payable to a corporation in the amount of $12,000 and $20,000, respectively. On June 26, 2013, this note was renegotiated to include the accrued interest. The new note balance is $32,960 and interest accrues at 5% per annum, unsecured, and is extended to October 5, 2018, with monthly installments beginning in 2014 of $473, which did not occur, and is unsecured and in default. Accrued interest at June 30, 2021 and December 31, 2020 is $13,619 and $12,383, respectively.

On April 12, 2012, the Company executed a note payable to a corporation in the amount of $100,000, however on June 26, 2013, this note was renegotiated to bear interest at 5% per annum, unsecured, extended to October 5, 2018, with monthly installments beginning in 2014 of $1,430, which did not occur and this note is in default. Accrued interest at June 30, 2021 and December 31, 2020 is $41,318 and $37,568, respectively.

On December 31, 2012, the Company executed a note payable to a corporation in the amount of $32,000, however on June 26, 2013, this note was renegotiated to include accrued interest. The new note balance is $32,746, bears interest at 5% per annum, unsecured, extended to October 5, 2018, with monthly installments beginning in 2014 of $468, which did not occur and this note is in default. Accrued interest at September 30, 2021 and December 31, 2020 is $13,527 and $12,300, respectively.

On March 11, 2014, the Company executed a note agreement with an LLC in the amount of $5,000, interest accrues at 6% per annum, unsecured, due after 8 months of execution, extended to October 5, 2018 and is in default. Accrued interest at September 30, 2021 and December 31, 2020 is $2,267 and $2,042, respectively.

On January 31, 2014, the Company executed a note agreement with a Corporation in the amount of $7,000, interest accrues at 6% per annum, unsecured, due after 8 months of execution, but extended to October 5, 2018 and is in default. Accrued interest at September 30, 2021 and December 31, 2020 is $3,219 and $2,904, respectively.

13

GLOBAL TECH INDUSTRIES GROUP, INC.

Notes to the Unaudited Condensed Consolidated Financial Statements

September 30, 20212022

 

None of the above notes are convertible or have any covenants.

 

(b) Additional detail to all Notes Payable in Default is as follows:

 SCHEDULE OF NOTES PAYABLE

September 30,
2021
  December 31,
2020
  Interest  Interest Expense    
Principal  Principal  Rate  9/30/2021  9/30/2020  Maturity 
$32,960   32,960   5.00%  1,236   1,236   10/5/18 
 32,746   32,746   5.00%  1,227   1,227   10/5/18 
 5,000   5,000   6.00%  225   225   10/5/18 
 100,000   100,000   5.00%  3,750   3,750   10/5/18 
 7,000   7,000   6.00%  315   315   10/5/18 
 388,376   388,376   5.00%  14,565   14,565   10/5/18 
 192,000   192,000   0%  10,080   10,080   10/5/18 
 18,000   18,000   6.00%  810   810   9/1/2002 
 30,000   30,000   6.00%  1,350   1,350   9/12/2002 
 25,000   25,000   5.00%  939   939   8/31/2000 
 40,000   40,000   7.00%  2,100   2,100   7/10/2002 
                       
$871,082  $871,082      $36,597  $36,597     

At September

June 39, 2022  December 31, 2021  Interest  Interest Expense    
Principal  Principal  Rate  6/30/2022  6/30/2021  Maturity 
$32,960  $32,960   5.00% $824  $824   10/5/18 
 32,746   32,746   5.00%  818   818   10/5/18 
 5,000   5,000   6.00%  150   150   10/5/18 
 100,000   100,000   5.00%  2,500   2,500   10/5/18 
 7,000   7,000   6.00%  210   210   10/5/18 
 388,376   388,376   5.00%  9,710   9,710   10/5/18 
 192,000   192,000   0%  6,720   6,720   10/5/18 
 18,000   18,000   6.00%  540   540   9/1/2002 
 30,000   30,000   6.00%  900   900   9/12/2002 
 25,000   25,000   5.00%  626   626   8/31/2000 
 40,000   40,000   7.00%  1,400   1,400   7/10/2002 
                       
$871,082  $871,082      $24,398  $24,398     

On June 30, 20212022, and December 31, 2020,2021, accrued interest on the outstanding notes payable (default and current) were $376,007 398,697and $345,663387,982, respectively and related party notes was $0$0 and $0,$0, respectively. Interest expense on the outstanding notes amounted to $40,42524,398 and $162,06824,398 for the ninesix months ended SeptemberJune 30, 20212022, and 2020,2021 including the imputed interest discussed below.

 

(c) CONVERTIBLE DEBENTURE:

 

On November 27, 2020, the Company executed a convertible debenture with a corporation in the amount of $74,800, 10% interest per annum, unsecured, due on November 27, 2021. The debenture included a conversion right to be exercised at any time 180 days after execution of the note and was convertible into common stock of the Company at 75% of the market price, being calculated as the lowest three trading prices during the fifteen tradingfifteen-trading day period prior to conversion. The Debenture also required the Company to reserve 5 times the expected conversion share amount at the transfer agent, to ensure there were sufficient shares available upon conversion.conversion.

 

The convertible debenture also contained an OID or original issue discount of $6,800, which was deducted from the proceeds, thus resulting in $68,000 net proceeds to the Company. Because theThe Company prepaid the debenture in February 2021, it incurred a 20% pre-payment penalty, and expensed the OID in full during 2020.

 

Accrued interest and penalties at September 30, 2021 and December 31, 2020 were $0 and $12,045, respectively. At September 30, 2021 and December 31, 2020, the Convertible Debenture balance was $0 and $74,800, respectively.

1413
 

 

GLOBAL TECH INDUSTRIES GROUP, INC.

Notes to the Unaudited Condensed Consolidated Financial Statements

SeptemberJune 30, 20212022

(d) NOTES PAYABLE

On July 20, 2021, the Company received cash from an individual in the amount of $100,000 as a loan bearing interest at 5%, with a term of 12 months of the date received. At September 30, 2021 and 2020,On April 1, 2022, accrued interest on this note totalstotaled $2,1704,184 respectively. This loan and $0, respectively.accrued interest were paid off in Company stock on April 1, 2022.

 

On August 6, 2021, the Company received cash from an individual in the amount of $100,000 as a loan bearing interest at 5%, with a term of 12 months of the date received. At September 30, 2021 and 2020,On April 1, 2022, accrued interest on this note totalstotaled $1,6583,904, respectively. This loan and accrued interest were paid off in Company stock on April 1, 2022.

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 $722,000 and an additional $050,000 in the first quarter of 2022. The note bears interest at 6%, respectively.with a term of 12 months from December 31, 2021. Interest will begin to accrue on January 1, 2022, therefore, there was no accrued interest on this note at December 31, 2021. This loan and accrued interest recorded for 2022 of $43,320 was paid off in Company stock on April 1, 2022.

 

(e) Additional detail to all Notes Payable is as follows:

September 30,
2021
  December 31,
2020
  Interest  Interest Expense    
Principal  Principal  Rate  9/30/2021  9/30/2020  Maturity 
$100,000     0   5.00%  2,170   0   7/20/22 
 100,000   0   5.00%  1,658   0   8/6/22 
                       
 200,000   0       3,828   0     

(f) STOCK DEPOSITS

On February 26, 2021,In connection with the acquisition of the License Agreement, the Company received cash from an accredited investorexecuted a Promissory Note in the amount of $100,0005,044,610, asbears interest at 2%, is payable quarterly in graduating amounts over a deposit for5-year period and is unsecured. On December 31, 2020, the eventual issuanceNote Holder agreed to delay the interest accrual until 2021 and delayed the quarterly installments six months, making the first payments due September 30, 2021. As of common shares ofJune 30, 2022, the Company.balance on this loan was $4,968,177.

 

On March 26, 2021,The Company has debt obligations on the Company received an additional amount of $50,000 from an accredited investornote as an upfront deposit for common shares of the Company to be issued later in 2021.follows:

SCHEDULE OF MATURITIES OF DEBT OBLIGATIONS

    
Year Due Amount 
    
2022  126,477 
2023  815,496 
2024  1,194,638 
2025  1,581,419 
Thereafter  1,250,147 
     
Total  4,968,177 

(g) IMPUTED INTEREST

 

During the 2nd quarter 2021, the Company received 5 advances totaling $190,000 from an accredited investor as an upfront deposit for the issuance of common shares of the Company later in 2021.

During the 3rd quarter 2021, the Company received 3 advances totaling $150,000 from an accredited investor as an upfront deposit for the issuance of common shares of the Company later in 2021.

Stock deposits are advances only and do not bear interest and are unsecured, but have the intention of being satisfied through the issuance of common shares of the Company during the current fiscal period.

(g) IMPUTED INTEREST

During the threesix months ended SeptemberJune 30, 20212022, and 2020,2021, the Company recorded imputed interest on a non-interest-bearing note in the amount of $3,3606,720 and $3,3606,720, respectively, as an increase in additional paid in capital. The imputed interest for the nine months ended September 30, 2021 and 2020 was $10,080 and $10,080, respectively.

NOTE 9 - STOCKHOLDERS’ EQUITY (DEFICIT)

 

ISSUANCES OF COMMON STOCK

 

During the ninesix months ended SeptemberJune 30, 20212022, and 2020,2021, the Company issued 6,074,1351,400,247 and 6,540,000 14,816,995shares of common stock with a fair market value of $3,643,612 1,590,918and $158,0501,337,724, respectively, for services rendered. The services performed during the quarterperiod were, legal, IR services, IT and consulting services for art procurement, medical advisory and service related to a 501c charitable organization. All services performed were from outside, unrelated third parties. The Company also issued 672,457 shares of common stock to pay off loans itemized in Note 8, accrued interest of $51,408 and payables of $80,000.

 

During the second quarterfirst six months of 2021, the Company re-negotiated its contractor agreements with its contract professionals, wherein, due3,916,995 shares were issued were for professional services to the increase in stock price during 2021, the contractors agreed to accept the shares issued in the first quarter 2021 (250,000 shares each), as a prepayment (escrow) of shares, and agreed to record the earned shares each quarter, based on the 10 day moving average stock price at quarters end, based on the individual contractor agreed compensation. This change in contract administration required a recording of expense at September 30, 2021 in the amountcontinue operating efforts fair market value of $938,2501,263,474 , and an identical entry to paid in capital, without the issuance750,000 shares were issued for donations fair market value of additional shares.$74,250

On February 28,. In 2021, the Company executed a Stock Purchase Agreement wherein the Company acquired all the issued and outstanding stock of Gold Transactions International, Inc. (GTI) (a Utah Corporation), for the issuance of 6,000,000shares of common stock valued at $6,000,000 on thewith a grant date fair value of February 24, 2021. Pursuant to the SPA, a performance obligation exists wherein GTI must achieve a certain profit margin once revenues commence to receive the shares issued. Therefore, the shares have been placed$7,920,090was issued and held in escrow untilfor a stock purchase agreement of Gold Transactions international, Inc. 4,150,000 shares were issued for the performance obligation is met and the acquisition has not been included in these financial statements. The acquisition of GTI will be accounted for as an asset purchased due to the fact that GTI had been newly formed, had only one asset or asset group and had no operations at the time of the acquisition. Revenue generation for GTI commenced in Q2 of 2021, and the performance obligation is expected to be satisfied at the end of Q4. GTI is in the business of participating, through a License Agreement, with a private joint venture network of companies, in transporting, assaying, buying, storing and selling gold from international artisan gold miners. After the mined dore gold has been shipped to a network third party refinery in the DMCC, a free trade zone in Dubai, the artisan miner’s gold is purchased and refined and sold to the network’s customers. GTI makes revenue on the margin spread of the buy and sell prices.

Effective April 1, 2021, the Company, signed a binding agreement (the “Agreement”) with Bronx Family Eye Care Inc. (BFE), engaged in the business of full scope optometry at its four primary locations, three of which are in the Bronx, one of which is in Manhattan, New York, as well as at a fabrication facility in the Bronx. Eyecareacquisition 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. The two companies agreed to engage in a business combination such that BFE will become a wholly owned subsidiary of GTII, and the shareholders of BFE will acquire two million six hundred fifty thousand (2,650,000) shares of the Company’s common stock, subject to the terms and conditions set forth in the Agreement. The 2,650,000 shares have been issued, but are held in escrow until the closing conditions are met, therefore these share are reported as issued but not outstanding. The Agreement also includes a requirement to have a 2-year audit from a licensed CPA firm as a condition to the finalization of the Agreement, therefore, no operating activities, assets or liabilities will be consolidated with the Company until this final condition is met.

There were no acquisition related costs incurred in acquiring BFE. The initial accounting of the BFE acquisition is incomplete as of the date of the Company’s 10-Q filing. Therefore, disclosures related to the issuers recording of the acquisition, and related balance sheet and income statement disclosures cannot be made at this time. Effective April 1, 2021, the operations of BFE will be consolidated with the Company, upon the conditions described above being met. BFE is a currently operating company with revenues in excess of $1,000,000 annually.

On March 22, 2021, the Company declared a warrant dividend to the shareholders of record on April 1, 2021, to be administered via its transfer agent Liberty Stock Transfer. On April 8, 2021, the Company issued the warrants to its shareholder at a rate of 1 warrant for each 10 shares owned as of April 1, 2021. The warrant entitles the holder to purchase one restricted share of GTII common stock for a price of $2.75 (the strike price). The warrant has a2-year term and expires on April 8, 2023. The Company recorded a debit to Retained deficit of $57,689,800 with an offsetting credit adjustment to Paid in capital in the same amount, to record the dividend.

On June 24, 2021, the Company executed a Stock Purchase Agreement (SPA) with MyRetinaDocs LLC (“My Retina”), a New York Limited Liability Company, with principal business operations in New York City. My Retina is a SaaS software and practice management company performing diagnostic medical care services. My Retina licenses, leases and operates its proprietary telemedicine software, as well as medical equipment together to offer eye exam data to its clients. My Retina also has 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. The Company issued 1,500,000 shares of common stock in exchange for 100% of all outstanding interests in My Retina subject to the terms and conditions set forth in the Agreement. The 1,500,000 shares are being held in escrow until the closing conditions have been met, therefore these shares are reported as issued but not outstanding. The Agreement also includes a requirement to have a 2-year audit from a licensed CPA firm as a condition to the finalization of the Agreement, therefore, no operating activities, assets or liabilities will be consolidated with the Company until this final condition is met.

There were no acquisition related costs incurred in acquiring My Retina. The initial accounting of the My Retina acquisition is incomplete as of the date of the Company’s 10-Q filing. Therefore, disclosures related to the issuers recording of the acquisition, and related balance sheet and income statement disclosures cannot be made at this time.

On June 28, 2021, the Company increased its authorized shares of common stock to 550,000,000.

On August 24, 2021, the Company and We SuperGreen Energy Corp (WSGE) and WSGE shareholders reached and signed a Definitive Letter Agreement wherein the Company will acquire 100% of the shares of WSGE, subject to various closing conditions, expected to close before the calendar year end.The conditions for WSGE include the completion of a 2 year audit of WSGE, written verification of a substantial bona fide purchase order contract in an amount of no less than $50 million dollars, by a customer, awarded to SuperGreen, a substantial cash deposit by the customer to GTII’s satisfaction, transfer of patents and other legal approvals. The Company will also receive all proper legal approvals for the transaction and file for up-listing to a national exchange, and use its best efforts to raise capital to assist with the costs of the acquisition. Consideration for the acquisition will consist of all Preferred shares being assigned to the CEO of WSGE, and common share issuances in an amount sufficient to give the shareholders of WSGE majority in the Company.escrow.

 

1514
 

GLOBAL TECH INDUSTRIES GROUP, INC.

Notes to the Unaudited Condensed Consolidated Financial Statements

SeptemberJune 30, 20212022

ISSUANCES OF PREFERRED STOCK

Pursuant to the Articles of Incorporation of the Company, there was initially authorized 50,000 shares of Series A Preferred Stock. On April 7, 2016, the Company’s Board of Directors created and issued out of the Series A Preferred Stock, 1,000 Series A Preferred shares with the following features:

a)Super voting power, wherein the 1,000 shares have the right to vote in the amount equal to fifty-one percent (51%) of the total vote with respect to any proposal relating to (i) increasing the authorized share capital of the Company, and (ii) effecting any forward stock split of the Company’s authorized, issued or outstanding shares of capital stock, and (iii) any other matter subject to a shareholder vote.
b)No entitlement to dividends.
c)No liquidation preferences.
d)No conversion rights.
e)Automatic Redemption Rights upon certain triggers, to be redeemed at par value.

 

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 4,500,664 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 $$..0101
 The conversion term is 2 years from issuance date
 All options are vested immediately

 

The value of the options were determined using the Black-Scholes valuation method, and the Company uses the following methods to determine its underlying assumptions: expected volatilities are based on the historical monthly closing price of the Company’s common stock; the expected term is 2 year, the risk free interest rate used is based on the U.S Treasury implied yield zero-coupon issue with similar life terms to the expected life of the grant; and the expected divided yield is based on the current annual dividend. No compensation was recorded with the 4,500,664 option issuance as the $447,813 valuation of the options granted did not exceed the recorded amount of debt it was converting.

SCHEDULE OF STOCK OPTION ISSUANCE OF FAIR VALUE ASSUMPTIONS

Assumptions:2020
Assumptions applicable to stock options issued
Risk-free interest rate3%
Expected lives (in years)2
Expected stock volatility72%
Dividend yield-

Stock option transactionsactivity for the six months ended June 30, 2022, are as follows:

 SCHEDULE OF STOCK OPTION

   Weighted Weighted      Weighted Weighted   
   Average Average Aggregate    Average Average Aggregate 
   Exercise Remaining Intrinsic    Exercise Remaining Intrinsic 
 Shares Price Term Value  Shares Price Term Value 
Outstanding at January 1, 2020  -  $-   -  $- 
Granted  4,500,664   .01   2 yrs   427,563 
Exercised  -   -   -   - 
Forfeited  -   -   -   - 
Outstanding at December 31,2020  4,500,664  $.01   2 yrs  $427,563 
Outstanding at December 31, 2021  4,500,664  $.01   1 yr  $427,563 
                                
Granted  -   -   -   -   -   -   -   - 
Exercised  -   -   -   -   -   -   -   - 
Forfeited  -   -   -   -   -   -       - 
Outstanding at September 30, 2021  4,500,664  $.01   1.25 yrs  $427,563 
Outstanding at June 30, 2022  4,500,664  $.01   .75 yrs  $427,563 

 

1615
 

 

GLOBAL TECH INDUSTRIES GROUP, INC.

Notes to the Unaudited Condensed Consolidated Financial Statements

SeptemberJune 30, 20212022

 

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. The Warrants shall expire on April 8, 2023. 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.

SCHEDULE OF WARRANTS ISSUANCE OF FAIR VALUE ASSUMPTIONS

   

2021

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:

 SCHEDULE OF WARRANTS

     Weighted  Weighted    
     Average  Average  Aggregate 
     Exercise  Remaining  Intrinsic 
  Shares  Price  Term  Value 
Outstanding at January 1, 2020  -  $-   -  $- 
Granted  -   -   -   - 
Exercised  -   -   -   - 
Forfeited  -   -   -   - 
Outstanding at December 31, 2020  -  $-   -  $- 
                 
Granted  23,364,803   2.75   2.0 yrs  $57,689,800 
Exercised  -   -   -   - 
Forfeited  -   -   -   - 
Outstanding at September 30, 2021  23,364,803  $2.75   1.50 yrs  $57,689,800 

OTHER

During the three months ended September 30, 2021 and 2020, the Company recorded imputed interest on a non-interest-bearing note in the amount of $3,360 and $3,360, respectively, as an increase in additional paid in capital (see Note 8). The imputed interest for the nine months ended September 30, 2021 and 2020 was $10,080 and $10,080, respectively.

     Weighted  Weighted    
     Average  Average  Aggregate 
     Exercise  Remaining  Intrinsic 
  Shares  Price  Term  Value 
Outstanding at January 1, 2021  23,364,803  $2.75   2.0 yrs  $57,689,800 
Granted  -   -   -   (8,471)
Exercised  (3,080)  2.75   -   - 
Forfeited  -   -   -   - 
Outstanding at December 31, 2021  23,361,723  $2.75-   .1.25 yrs-  $57,681,330- 
                 
Granted  

-

   

-

   

-

   -
Exercised  (3,227)  -   -   

(8,875

)
Forfeited  -   -   -   - 
Outstanding at June 30, 2022  23,358,496  $2.75   ..75 yrs  $57,672,455 

 

1716
 

 

GLOBAL TECH INDUSTRIES GROUP, INC.

Notes to the Unaudited Condensed Consolidated Financial Statements

SeptemberJune 30, 20212022

 

NOTE 10 - LEGAL ACTIONS

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 2020, the Company was successful in recalling the 4,668,530 shares and cancelling them from the shareholder list.

 

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 districtSouthern District of New York. The original acquisition agreement and rescission was recorded on the Company’s books in 2016, however the physical share certificates were not returned to the Company. During the last quarterYork, Docket No.17-CV-03727. On October 2, 2019, the Company was able to secure, via preliminary settlement, the return of43,649,491 shares of the Company’s stock out of the original 50,649,491that waswere issued in good faith to GoFun in anticipation of a final stock exchange. TheThat stock has since 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 Company also reclassified a deposit received from GoFun shareholdersunderlying matter currently in the amountU.S. district Court for the Southern District of $128,634 for future share issuances pursuant to the Acquisition Agreement, to a Gain on Settlements and Debt Relief as part of the legal settlement of this case. As of this writing, motions are pending that may require remaining negotiations to continue in arbitration.New York, remains pending.

 

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, prior counsel for the Company accepted previously-issued shares in 2016, 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 the date of this writing,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 150,000 shares held in the name of David Wells. As of the date of this writing,December 31, 2021, David Wells has appeared, through counsel, but 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”) 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, onOn 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 the date of this writing,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 – 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 October 5, 2021,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, signedin 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 Parabolic Tech DMCC (“Parabolic”) in anticipation of that company processing the distribution of the digital dividend to all shareholders who opened a letterdigital wallet on beyondblockchain, or other digital platforms, including Coinbase. The Company is of intent with Classroom Salon (CS),the opinion that DTCC should be able to definedevelop a process to distribute this dividend, and it is therefore in the termsprocess of an acquisitionevaluating whether or not to appeal FINRA’s decision. In the meantime, the distribution 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 platformstokens will not be undertaken at any educational levels.this time.

 

1817
 

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.

 

1918
 

Overview of Business

 

Global Tech Industries Group, Inc. (“Global Tech,” “GTII,” “we,” “our,” “us,”Tech”, “GTII”, “we”. “our”, “us”, “the Company,”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-ownedwholly 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. GoHealthMD, Inc. continues to exist as a Delaware corporation and wholly owned subsidiary of Global Tech Industries Group, Inc., TTITTII Strategic Acquisitions and& Equity Group, Inc., and TTII Oil & Gas, Inc., a Delaware corporation, G T International Group, Inc. a Wyoming corporation and Global Tech Health, Inc. a Nevada corporation, all were formed by Global TechGTII in the anticipation of technologies, products, or services being acquired. G T International, Inc., a Nevada corporation, is also a wholly-owned subsidiary of Global Tech Industries Group, Inc. Not all subsidiaries have current operations.

 

On December 31, 2012, Global Tech and its new subsidiary, TTII Oil & Gas, Inc., a Delaware corporation, signed a binding asset purchase agreement with American Resource Technologies, Inc. (“ARUR”), a Kansas corporation, to acquire all the assets of ARUR for a purchase price of $513,538, which was paid in the form of 4,668,530 shares of Global Tech’s common stock as described in the asset purchase agreement. The shares were valued at $0.11 per share, based on the closing trading price of the common stock on the Closing Date. The assets purchased from ARUR include a 75% working interest in oil and gas leases in Kansas, as well as other oil field assets, a natural gas pipeline, currently shut down that is also located in Kansas, 25% interest in three other business entities operating in Kansas, and accounts receivables from two companies operating in Brazil in the amounts of $3,600,000 and $3,600,000 respectively. TTII Oil & Gas, Inc. also purchased three promissory notes in the amounts of $100,000, $100,000 and $350,000, as well an overdue contract for revenue in the amount of $1,000,000. Finally, a gun sight patent was also acquired from Century Technologies, Inc. All accounts and notes receivable were deemed uncollectable due to the age and circumstances, and therefore were assessed no value in the asset purchase. The equity ownerships were also deemed to be impaired due to the inactive nature of the entities, and were not allocated any value. The gun sight patent was also not readily assessable as to value and no purchase price was allocated to this asset. Also, due to the mechanic’s lien and lawsuit on the oil leases, as well as the absence of an official reserve report, the oil lease was also impaired and no value was recorded for this asset. On September 2015, the Chautauqua County Court decided that American Resource Technologies Inc management and Board of Directors improperly acted and rendered the original Agreement a nullity. During 2019, the Company removed additional obligations related to the ARUR acquisition and settled legal fees due. The Company cancelled the 4,668,530 shares issued to the shareholder of ARUR effective May 18, 2020, and returned the shares to Treasury.

The Company currently has investing operations through TTII Strategic Acquisitions and Equity Group, Inc., wherein the Company holds one Marketable Securitie, which changes in value regularly and is marked to market on our books quarterly. The Company is also involved in various merger and acquisition activities, and is currently negotiating opportunities that are expected to bring operating revenues to the Company. The Company continues to seek opportunities to utilize its intellectual properties and relationships with our valued business associates.

On February 28, 2021, the Company executedsigned a Stock Purchase Agreement wherein the Company acquired all the issued and outstandingbinding stock ofpurchase agreement with Gold Transactions International, Inc. (GTI) (a(“GTI”) a privately held Utah Corporation), for the issuance of 6,000,000 shares of common stock valued at $6,000,000 on the grant date of February 24, 2021. Pursuant to the SPA,corporation. GTI acquired a performance obligation exists wherein GTI must achievelicense from a certain profit margin once revenues commence to receive the shares issued. Therefore, the shares have been placed in escrow until the performance obligation is met and the acquisition has not been included in these financial statements. The acquisition of GTI will be accounted for as an asset purchased due to the fact that GTI had been newly formed, had only one asset or asset group and had no operations at the time of the acquisition. Revenue generation for GTI commenced in Q2 of 2021, and the performance obligation is expected to be satisfied at the end of the year. GTI isprivate Nevada Corporation which operated, via a joint venture, in the business of participating, through a License Agreement, with a private joint venture network of companies, in transporting, assaying, buying storing 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 international artisan gold miners. Afterminers throughout the mined doreworld and transports, assays, refines and sells the gold has been shipped to a network third party refinery in the DMCC,Dubai Multi Commodities Centre, (“DMCC”), a free trade zone in Dubai,Dubai. The Company plans to raise capital for GTI and advance those funds into the artisan miner’s gold is purchasednetwork. 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 refined and soldare therefore issued but not outstanding. On June 1, 2022, the two companies signed an amendment to the network’s customers.stock purchase agreement that allowed the transactions contemplated in the Agreement to close and GTI makes revenue on the margin spreadis currently a wholly-owned subsidiary of the buy and sell prices.Company.

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.

 

During the first and second quartersquarter of 2021, the Company entered into binding agreements with three companiesa company in the field of eye care, retail eye wear and full scope optometry, telemedicine software, and at-home and bulk eye exams.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.

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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 incorporateincorporates 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 June 28,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 increased its authorizedsigned 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 550,000,000.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 August 24,December 18, 2021 the Company and We SuperGreen Energy Corp (WSGE) and WSGE shareholders reached and signedentered into a Definitive Letter Agreement wherein the Company will acquiremembership 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 WSGE, subject to various closing conditions, expected to close before the calendar year end.Company’s common stock for 350,000 shares of the common stock of DTXS Silk Road Investment Holdings Company, Ltd. The conditions for WSGE include the completion of a 2 year audit of WSGE, written verification of a substantial bona fide purchase order contractproposal sheet provides that, in an amount of no less than $50 million dollars, by a customer, awarded to SuperGreen, a substantial cash deposit by the customer to GTII’s satisfaction, transfer of patents and other legal approvals. The Company will also receive all proper legal approvalsconsideration for the transactionshare exchange, DTXS will (a) develop a Chinatown art district within the Company’s planned Metaverse and file for up-listing(b) provide the Company with access to a national exchange, and use its best effortsChinese art pieces that it owns, controls or has access to, raise capital to assist with the costsfrom eras of the acquisition. Consideration for the acquisition will consist of all Preferred shares being assigned to the CEO of WSGE, and common share issuances in an amount sufficient to give the shareholders of WSGE majority in the Company.

Chinese antiquity.

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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 Parabolic Tech DMCC (“Parabolic”) 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 Coinbase. 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.

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Employees

 

As of August 2, 2021 we have 1 full-time employee and 1 part time employee. We have not experienced any work stoppages and we consider relations with our employees to be good.June 30, 2022, the Company employs two individuals in executive positions.

 

RESULTS OF OPERATIONS

 

Results of Operations for the Three Months Ended SeptemberJune 30, 20212022, Compared to Three Months Ended SeptemberJune 30, 2020:2021:

 

There were no revenues generated during the three months ended SeptemberJune 30, 2022, and 2021. Our operating expenses decreased from $1,370,204 in 2021 howeverto $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 did generate $8,500issued $727,990 in non-recurring revenues instock 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 SeptemberJune 30, 2020. 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 generalnet 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 $280,046$2,094,501 in 20202021 to $2,566,851$2,124,028 in 2021.2022. 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 $2,305,888$1,591,098 in stock to our professionalsfor services during the third quarter 2021first six months of 2022 as compared to $65,750$1,337,724 for the third quarter 2020.same period of 2021. Our interest expense decreasedincreased to $16,762$70,816 for the threesix months ended SeptemberJune 30, 20212022, from $60,724$32,349 for the threesix months ended SeptemberJune 30, 2020, due to the conversion of related party debt at December 31, 2020.2021. We also had unrealized loss from our marketable securities of $(185,000)$(63,000) for the threesix months ended SeptemberJune 30, 2021,2022, compared to a gain of $14,966$349,000 for the threesix months ended SeptemberJune 30, 2020.2021. 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 $2,451,309$428,053 from $(317,304)$(1,777,850) in the 3rd quarter 2020first six months of 2021 to a loss of $(2,768,613)$(2,205,903) in the 3rd quarter 2021.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.

 

Results of Operations for the Nine months Ended September 30, 2021 Compared to Nine months Ended September 30, 2020:

We realized revenues of $0 during the nine months ended September 30, 2021 and $8,500 of non-recurring revenues during the nine months ended September 30, 2020. Our general operating expenses increased from $786,954 in 2020 to $4,661,352 in 2021. The increase was primarily the result of increases in professional fees related to our acquisitions, investor relations and consulting on our fine art and NFT trading platform, along with consulting by our medical advisory board, and consultants related to a 501c charitable organization.

Our net loss increased by $3,591,675 from $(954,788) in 2020 to a loss of $(4,546,463) in 2021. The primary reason for this increase was the significant increase in professional fees of $3,179,878, charitable contributions of $540,000, less the gain we received from our unrealized gain on marketable securities of $164,000 compared to a loss of $(901) during the nine months ended September 30, 2020. We expect that our losses will continue until we are able to establish a consistent revenue source and finalize our projected acquisition. Management and the Board are considering multiple options currently available.

LIQUIDITY AND CAPITAL RESOURCES

 

At SeptemberOn June 30, 20212022, we had cash on hand of $295,083$354,651 compared to $2,479 at$359,143 on December 31, 2020.2021. Cash usedgenerated by our operations of $(224,121)was $93,913 during the ninesix months ended SeptemberJune 30, 20212022, compared to cash used of $(105,089)$(160,077) during the ninesix months ended SeptemberJune 30, 2020.2021. Our operations are supported by our CEO who uses individual credit to pay for expenses of the Company. In the first nine months of 2021 our CEO advanced $160,439 as compared to cash advance of $104,981 during 2020. During the ninesix months ended SeptemberJune 30, 2021,2022, we received $50,000 in proceeds from the Company reimbursed our CEO $186,069 compared to $0 for the nine months ended September 30, 2020.issuance of a note payable. We received $150,000 during the first quarter of 2021, from an accredited investor as a stock deposit, which was used to satisfy the convertible debenture of $74,800 plus accrued interest and penalties. We received an additional $190,000 from an accredited investor as a stock deposit during the 2nd quarter 2021, and an additional $150,000 during the 3rd quarter 2021.We anticipate that we will continue to have a negative cash flow from operations for 2021.2022. We do not have sufficient cash on hand at Septemberon June 30, 20212022, to cover our negative 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 $113,000$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.

 

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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 $(2,740,896)$(2,800,374) would cause Global Tech to default and, further, would put our continued viability in jeopardy.

CONTRACTUAL OBLIGATIONS

As of September 30, 2021, one new contractual obligation has been executed by the Company. This obligation is due to the hosting and service of our digital asset trading platform with Alt5 and consists of $3,500 per month.

 

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, 2020.2021. 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 SeptemberJune 30, 2021.2022.

 

Changes in Internal Controls over Financial Reporting

 

There were no changes in our internal control over financial reporting that occurred during the fiscal quartersix months ended SeptemberJune 30, 20212022, that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

 

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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 shareholder listshareholders list.

 

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. The original acquisition agreement and rescission was recorded on the Company’s books in 2016, however the physical share certificates were not returned to the Company. During the last quarter 2019, the Company was able to secure, via preliminary settlement, the return of 43,649,491 shares of the Company’s stock, that was issued in good faith to GoFun in anticipation of a final stock exchange. The stock has since been returned to the Company’s treasury and cancelled. The Company also reclassified a deposit received from GoFun shareholders in the amount of $128,634 for future share issuances pursuant to the Acquisition Agreement, to a Gain on Settlements and Debt Relief as part of the legal settlement of this case. As of this writing, motions are pending that may require remaining negotiations to continue in arbitration.

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, prior counsel for the Company accepted previously-issued shares in 2016, 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 the date of this writing,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 the date of this writing,December 31, 2021, David Wells has appeared, through counsel, but 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, 2021.2021, 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 the date of this writing,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.

 

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ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

 

There were no unregistered shares of common stock sold for cash during the threesix months ended SeptemberJune 30, 2021.2022.

 

There were shares of common stock issued for legal, marketing, and other professional services rendered to the Company by five consultants in the aggregate amount of 1,007,1401,400,247 shares during the threesix months ended SeptemberJune 30, 2021.2022 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 

 

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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

 

EXHIBIT NO. DESCRIPTION
3.1 Articles of incorporationIncorporation of Tree TopGlobal Tech Industries Group, Inc., as amended (1)
   
3.2 By-Laws (2)
4.1Warrant Agreement, by and between Global Tech Industries Group, Inc. and Liberty Stock Transfer Agent*
5.1Opinion of McMurdo Law Group, LLC, legal counsel^.
   
10.1 Employment Agreement, dated October 1, 2007, by and between GLOBAL TECH INDUSTRIES GROUP, INC. and David Reichman (3)
   
10.2 Employment Agreement, dated April 1, 2009, by and between Tree Top Industries Inc. and Kathy Griffin (4)

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10.3 Bridge Loan Term Sheet, dated January 11, 2010, by and between TTII and GeoGreen Biofuels, Inc. (5)
   
10.4 Business and Financial Consulting Agreement, dated February 22, 2010, by and between GLOBAL TECH INDUSTRIES GROUP, INC. and Asia Pacific Capital Corporation (6)
   
10.5 Distribution Agreement, by and between GLOBAL TECH INDUSTRIES GROUP, INC. and NetThruster, Inc., dated February 9, 2011(7)
   
10.6 Term Agreement by and between GLOBAL TECH INDUSTRIES GROUP, INC. and Sky Corporation, doo, dated April 18, 2011 (8)

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10.7 Term Agreement by and between GLOBAL TECH INDUSTRIES GROUP, INC. and Adesso Biosciences, Ltd, dated October 12, 2011(9)
   
10.8 Term Agreement by and between GLOBAL TECH INDUSTRIES GROUP, INC. and Stemcom, LLC d/b/a Pipeline Nutrition, dated March 1, 2012(10)
   
10.9 Mutual disengagement agreement by and between GLOBAL TECH INDUSTRIES GROUP, INC. and Stemcom, LLC d/b/a Pipeline Nutrition, dated March 23, 2012(11)
   
10.10 Reserve Equity financing agreement by and between GLOBAL TECH INDUSTRIES GROUP, INC. and AGS Capital Group, dated August 15, 2012. (12)
10.11Asset purchase Agreement by and between TTII Oil & Gas, Inc. a subsidiary of GLOBAL TECH INDUSTRIES GROUP, INC. and American Resource Technologies, Inc. (13)(12)
   
10.12

Resignation of Mr. Robert Hantman, Esq. as a member of the board of directors (14)

10.13Stock Purchase Agreement by and between GLOBAL TECH INDUSTRIES GROUP, INC., G T International, Inc. and Go F & B Holdings, Ltd., dated December 30, 2016 (15)
10.1410.11 Letter of Intent Agreement, dated April 12, 2019, by and between Global Tech Industries Group, Inc., First Capital Master Advisor, LLC and GCA Equity Partners, executed on or before April 12, 2019 (16)(13)

10.15
10.12 Termination of a Letter of Intent Agreement, dated December 26,,31, 2019, by and between Global Tech Industries Group, Inc. First Capital Master Advisor, LLC and GCA Equity Partners, executed on or before April 12, 2019(17)22, 2019(14)
   
10.1610.13 Security Purchase Agreement, dated November 22, 2020, by and between Global Tech Industries Group, Inc. and Geneva Roth Remark Capital Holdings, Inc. (18)(15)
   
10.1710.14 Stock Purchase Agreement, dated February28, 2021 by and between Global Tech Industries Group, Inc. and Gold Transactions International, Inc. (19)(16)
   
10.1810.15 Warrant Agreement, dated March 22, 2021, by and between Global Tech Industries Group, Inc. and Liberty Stock Transfer Company, Inc. (20)(17)
   
10.1910.16 Binding Letter Agreement, dated March 23, 2021, by and between Global Tech Industries Group, Inc. and Bronx Family Eye Care, Inc.(21)(18)
   
10.2010.17 Stock Purchase Agreement, dated March 31, 2021, by and between Global Tech Industries Group, Inc. and Bronx Family Eye Care, Inc.(22)(19)
   
10.2110.18 Independent Contractor Agent Agreement, dated April 7, 2021, by and between Global Industries Group, Inc. and Mr. Ronald Cavalier (23)(20)
   
10.2210.19 Binding Letter Agreement, dated April 30, 2021, by and between Global Tech Industries Group, Inc. and MyRetinaDocs, LLC (24)(21)
   
10.2310.20 Gold Transactions International, Inc. completed its official audit and filed its financial disclosures, as required by Stock Purchase Agreement, dated February 28, 2021, by and between Global Tech Industries Group, Inc. and Gold Transactions International, Inc. (25)(22)
   
10.2410.21 Binding Letter Agreement expanding business combination, dated May 26, 2021, by and between Global Tech Industries Group, Inc. and MyRetinaDocs, LLC (26)

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21.1Subsidiaries of the registrant(23)
   
31.110.22Stock Purchase Agreement by and between Global Tech Industries Group, Inc and Trento Resources and Energy Corp, dated November 9, 2021 (24).
22.1 Section 302 Certification of Chief Executive OfficerSubsidiaries #
   
31.223.1 Section 302 CertificationConsent of Chief Financial Officer
32.1Section 906 CertificationPinnacle Accountancy Group of Chief Executive Officer
32.2Section 906 CertificationUtah (a dba of Chief Financial OfficerHeaton & Company, PLLC)

 

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(1)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 August 21, 2012 as an exhibit to a Form 8 – K and incorporated herein by reference.
(13)Filed January 8, 2013, as an exhibit to a Form 8 – K and incorporated herein by reference.
  
(14)Filed January 8, 2013 as an exhibit to a Form 8 – K and incorporated herein by reference.
(15)

Filed January 5, 2017 as an exhibit to a Form 8 – K and incorporated herein by reference.

(16)(13)Filed April 12, 2019, as an exhibit to a Form 8 – K and incorporated herein by reference.
  
(17)(14)Filed December 26, 2019, as an exhibit to a Form 8 -K and incorporated herein by reference
  
(18)(15)Filed November 27, 2020, as an exhibit to a Form 8 -K and incorporated herein by reference
  
(19)(16)Filed March 1, 2021, as an exhibit to a Form 8 – K and incorporated herein by reference

(20)(17)Filed March 23, 2021, as an exhibit to a Form 8 -K and incorporated herein by reference
  
(21)(18)Filed March 24, 2021, as an exhibit to a Form 8 – K and incorporated herein by reference
  
(22)(19)Filed April 6, 2021, as an exhibit to a Form 8 – K and incorporated herein by reference
  
(23)(20)Filed April 7, 2021, as an exhibit to a Form 8 0- K and incorporated herein by reference
  
(24)(21)Filed April 30, 2021, as an exhibit to a Form 8 – k and incorporated herein by reference
  
(25)(22)Filed May 13, 2021, as an exhibit to a Form 8 – K and incorporated herein by reference
  
(26)(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

 

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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 15, 2021August 17, 2022GLOBAL 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 15, 2021August 17, 2022
 David Reichman, Chairman of the Board, Chief  
 Executive Officer, Chief Financial Officer  
 and Principal Accounting Officer  
    
By:/s/ Kathy M. Griffin Dated: November 15, 2021August 17, 2022
 Kathy M. Griffin, Director, President  
    
By:/s/ Frank Benintendo Dated: November 15, 2021August 17, 2022
 Frank Benintendo, Director & Secretary  
    
By:/s/ Donald Gilbert Dated: November 15, 2021August 17, 2022
 Donald Gilbert, Director 
By/s/ Michael ValleDated August 17, 2022
Michael Valle, Director 

 

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