Exhibit 99.2
GLOBAL TECH INDUSTRIES GROUP, INC.
Unaudited Pro Forma Condensed Consolidated Balance Sheets
| | GTII | | | Classsroom Salon | | | | | | Proforma Combined | |
| | September 30 | | | December 31 | | | Proforma | | | September 30 | |
| | 2021 | | | 2021 | | | Adjustments | | | 2021 | |
ASSETS | | | | | | | | | | | | |
CURRENT ASSETS | | | | | | | | | | | | | | | | |
Cash and cash equivalents | | $ | 295,083 | | | $ | - | | | $ | - | | | $ | 295,083 | |
Accounts receivable | | | - | | | | - | | | | - | | | | - | |
Receivables-related party | | | - | | | | - | | | | - | | | | - | |
Marketable securities | | | 195,000 | | | | - | | | | - | | | | 195,000 | |
| | | | | | | | | | | | | | | | |
Total Current Assets | | | 490,083 | | | | - | | | | - | | | | 490,083 | |
| | | | | | | | | | | | | | | | |
PROPERTY AND EQUIPMENT (NET) | | | 2,143 | | | | - | | | | - | | | | 2,143 | |
| | | | | | | | | | | | | | | | |
OTHER ASSETS | | | | | | | | | | | | | | | | |
Inventory | | | | | | | - | | | | | | | | - | |
Security deposit | | | | | | | - | | | | | | | | - | |
Goodwill | | | | | | | | | | | | | | | - | |
Fine art | | | 67,845 | | | | - | | | | | | | | 67,845 | |
License | | | 3,958 | | | | - | | | | 15,000,000 | (a) | | | 15,003,958 | |
| | | | | | | | | | | | | | | | |
TOTAL ASSETS | | $ | 564,029 | | | $ | - | | | $ | 15,000,000 | | | $ | 15,564,029 | |
| | | | | | | | | | | | | | | | |
LIABILITIES AND STOCKHOLDERS’ DEFICIT | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | |
CURRENT LIABILITIES | | | | | | | | | | | | | | | | |
Accounts payable and accrued expenses | | $ | 1,210,007 | | | $ | - | | | | - | | | $ | 1,210,007 | |
Accrued interest payable | | | 376,007 | | | | | | | | - | | | | 376,007 | |
Notes payable in default | | | 871,082 | | | | | | | | - | | | | 871,082 | |
Due to officers and directors | | | 83,883 | | | | | | | | - | | | | 83,883 | |
Notes payable | | | 200,000 | | | | | | | | | | | | 200,000 | |
Stock deposits | | | 490,000 | | | | | | | | - | | | | 490,000 | |
| | | | | | | | | | | | | | | | |
Total Current Liabilities | | | 3,230,979 | | | | - | | | | | | | | 3,230,979 | |
| | | | | | | | | | | | | | | | |
LONG-TERM LIABILITIES | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | |
Notes payable-long term | | | - | | | | - | | | | | | | | - | |
Notes payable related party | | | - | | | | | | | | - | | | | - | |
| | | | | | | | | | | | | | | | |
Total Long-Term Liabilities | | | - | | | | - | | | | | | | | - | |
| | | | | | | | | | | | | | | | |
Total Liabilities | | | 3,230,979 | | | | - | | | | - | | | | 3,230,979 | |
| | | | | | | | | | | | | | | | |
STOCKHOLDERS’ (DEFICIT) | | | | | | | | | | | | | | | | |
Preferred Stock, par value $.001, 50,000 authorized, 1,000 issued | | | 1 | | | | - | | | | - | | | | 1 | |
Common stock, par value $0.001 per share, 550,000,000 shares authorized; 246,722,140 and 236,572,140 issued and outstanding, respectively | | | 246,722 | | | | - | | | | 10,000 | (a) | | | 256,722 | |
Additional paid-in-capital | | | 229,725,779 | | | | 15 | | | | 14,989,985 | (a) | | | 244,715,779 | |
Retained (Deficit) | | | (232,639,452 | ) | | | (15 | ) | | | 15 | (a) | | | (232,639,452 | ) |
| | | | | | | | | | | | | | | | |
Total Stockholders’ (Deficit) | | | (2,666,950 | ) | | | - | | | | 15,000,000 | | | | 12,333,050 | |
| | | | | | | | | | | | | | | | |
TOTAL LIABILITIES AND STOCKHOLDERS’ (DEFICIT) | | $ | 564,029 | | | $ | - | | | $ | 15,000,000 | | | $ | 15,564,029 | |
GLOBAL TECH INDUSTRIES GROUP, INC.
Unaudited Pro Forma Condensed Consolidated Statements of Operations
| | GTII | | | Classsroom Salon | | | | | | Proforma | |
| | September 30, | | | December 31 | | | Proforma | | | September 30, | |
| | 2021 | | | 2021 | | | Adjustments | | | 2021 | |
| | | | | | | | | | | | |
REVENUES, net | | $ | - | | | $ | - | | | $ | - | | | $ | - | |
| | | | | | | | | | | | | | | | |
COST OF SALES, net | | | - | | | | - | | | | - | | | | - | |
| | | | | | | | | | | | | | | | |
GROSS PROFIT/(LOSS) | | | - | | | | - | | | | - | | | | - | |
| | | | | | | | | | | | | | | | |
OPERATING EXPENSES | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | |
General and administrative | | | 258,526 | | | | 15 | | | | | | | | 258,541 | |
Compensation and professional fees | | | 3,860,868 | | | | - | | | | - | | | | 3,860,868 | |
Charitable donations | | | 540,113 | | | | - | | | | | | | | 540,113 | |
Depreciation | | | 1,845 | | | | - | | | | - | | | | 1,845 | |
| | | | | | | | | | | | | | | | |
Total Operating Expenses | | | 4,661,352 | | | | 15 | | | | | | | | 4,661,367 | |
| | | | | | | | | | | | | | | | |
OPERATING INCOME (LOSS) | | | (4,661,352 | ) | | | 15 | | | | | | | | (4,661,337 | ) |
| | | | | | | | | | | | | | | | |
OTHER INCOME (EXPENSES) | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | |
Gain/(Loss) on sale of marketable securities | | | 164,000 | | | | - | | | | - | | | | 164,000 | |
Interest expense | | | (49,111 | ) | | | - | | | | - | | | | (49,111 | ) |
| | | | | | | | | | | | | | | - | |
Total Other Income (Expenses) | | | 114,889 | | | | - | | | | - | | | | 114,889 | |
| | | | | | | | | | | | | | | | |
INCOME (LOSS) BEFORE INCOME TAXES | | | (4,546,463 | ) | | | (15 | ) | | | | | | | (4,546,478 | ) |
| | | | | | | | | | | | | | | | |
INCOME TAX EXPENSE | | | - | | | | - | | | | - | | | | - | |
| | | | | | | | | | | | | | | | |
NET LOSS | | $ | (4,546,463 | ) | | $ | (15 | ) | | | | | | $ | (4,546,478 | ) |
| | | | | | | | | | | | | | | | |
OTHER COMPREHENSIVE INCOME | | | - | | | | - | | | | - | | | | - | |
| | | | | | | | | | | | | | | | |
COMPREHENSIVE LOSS | | $ | (4,546,463 | ) | | $ | (15 | ) | | | | | | $ | (4,546,478 | ) |
| | | | | | | | | | | | | | | | |
BASIC AND DILUTED LOSS PER SHARE | | $ | (0.02 | ) | | | - | | | | | | | $ | (0.02 | ) |
| | | | | | | | | | | | | | | | |
WEIGHTED AVERAGE NUMBER OF SHARES OUTSTANDING, BASIC AND DILUTED | | | 234,303,915 | | | | 200 | | | | 10,000,000 | (b) | | | 244,303,915 | |
Global Tech Industries Group, Inc.
Notes to the Unaudited Pro Forma Condensed Consolidated Financial Statements
1. ORGANIZATION AND BASIS OF PRESENTATION
On December 18, 2021, Global Tech Industries Group, Inc. (‘us”, “Public Co”, or “the Company”) entered an agreement to acquire 100% equity interest in Classroom Holdings (“HOLDINGS”), and Classroom Salon, LLC (“SALON”) a Pennsylvania limited liability company, for purchase consideration of $15,000,000, payable in common stock of the company through the issuance of 10,000,000 shares (but subject to certain conditions being met by SALON prior to closing. On January 18, 2022 the conditions were met and the share transfer agreement became effective.
The purchase price for HOLDINGS and SALON was allocated based on the fair value of the common stock issued by the Company, and is allocated to the intangible license agreement held by SALON for software and other deliverables.
The unaudited pro forma condensed consolidated financial statements (“pro forma statements”) have been compiled from and include the pro forma statements of income for the nine months ended September 30, 2021, give effect to the business combination of HOLDINGS and SALON, as if it had occurred at the beginning of the period presented. The unaudited pro forma condensed consolidated balance sheet combining the balance sheet of Public Co as of September 30, 2021 with balance sheet of SALON as of December 31, 2021, as if the business combination had occurred on that date. This pro forma statement does not contain all the information required for annual financial statements. Accordingly, it should be read in conjunction with the most recent annual and interim financial statements of the Company.
Management believes that the assumptions used provide a reasonable basis on which to present the unaudited pro forma financial data. The unaudited pro forma financial statement information has been provided for informational purposes only and should not be considered indicative of the Company’s financial position or results of operations. In addition, the unaudited pro forma financial statement information does not purport to represent the future financial position or results of operations of the Company.
It is management’s opinion that this unaudited pro forma financial statement includes all adjustments necessary for the fair presentation of the proposed transaction in accordance with US GAAP. The pro forma statement is not intended to reflect the financial position of the Company which would have actually resulted had the proposed transaction been effected on the dates indicated.
2. Pro-forma Adjustments
The pro forma statement incorporates the following pro forma adjustments:
| (a) | The adjustment reflects the value of the share issuance of 10,000,000 shares of the Company to the shareholders of HOLDINGS and SALON, as if the acquisition occurred on January 1, 2021. In addition, the adjustments also eliminate the original capitalization and retained earnings of SALON, and records licenses for the excess in common stock value over net asset value. |
| | |
| (b) | The adjustments reflect the effect on basic and diluted earnings per share for combining BRONX net income for the period presented. |