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.
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Overview of Business
Global Tech Industries Group, Inc. ("Global Tech", "GTII", "we". "our", "us",
"the Company", "management") is a Nevada corporation which has been operating
under several different names since 1980.
Western Exploration, Inc., a Nevada corporation, was formed on July 24, 1980. In
1990, Western Exploration, Inc. changed its name to Nugget Exploration, Inc. On
November 10, 1999, a wholly owned subsidiary of Nugget Exploration, Inc., Nugget
Holdings Corporation, merged with and into GoHealthMD, Inc., a Delaware
corporation. Shortly thereafter, Nugget Exploration, Inc. changed its name to
GoHealthMD, Inc., a Nevada corporation.
On August 18, 2004, GoHealthMD, Inc., the Nevada Corporation, changed its name
to Tree Top Industries, Inc. On July 7, 2017, Tree Top Industries, Inc. changed
its name to Global Tech Industries Group, Inc. TTII Strategic Acquisitions &
Equity Group, Inc., a Delaware corporation, G T International Group, Inc. a
Wyoming corporation and Global Tech Health, Inc. a Nevada corporation, all were
formed by GTII in the anticipation of technologies, products, or services being
acquired. Not all subsidiaries have current operations.
On February 28, 2021, the Company signed a binding stock purchase agreement with
Gold Transactions International, Inc. ("GTI") a privately held Utah corporation.
GTI acquired a license from a private Nevada Corporation which operated, via a
joint venture, in the business of buying and selling gold on a global basis
through a private network of companies. The license agreement gave GTI access to
the private network, and an exclusive right to market and promote the gold
buy/sell program to expand the buying power of the network. GTI and its network
affiliates, purchases gold from artisan miners throughout the world and
transports, assays, refines and sells the gold in the Dubai Multi Commodities
Centre, ("DMCC"), a free trade zone in Dubai. The Company plans to raise capital
for GTI and advance those funds into the gold network. Although 6,000,000 shares
have been issued for this agreement, they are being held in escrow awaiting
final performance criteria to be met and are therefore issued but not
outstanding. On June 1, 2022, the two companies signed an amendment to the stock
purchase agreement that allowed the transactions contemplated in the Agreement
to close and GTI is currently a wholly-owned subsidiary of the Company.
During the first quarter of 2021, the Company entered into binding agreements
with a company in the field of eye care, retail eye wear and full scope
optometry. The Bronx Family Eye Care, Inc. is a company that provides retail
eyewear and medically oriented full scope optometry at four brick and mortar
locations. Bronx Family's licensed optometrists use cutting-edge equipment to
provide diagnosis and treatment for diseases of the eye, as well as corrective
eyewear. Bronx Family also performs edging of lenses for its customers at their
in-house facility, as well as providing services to outside practices. Effective
December 27, 2021, Bronx Family Eye Care completed the closing requirements, the
agreement was closed and Bronx became a reporting subsidiary of the Company.
Subsequently, The Company, Bronx Family Eye Care, Inc. ("BFE"), and its
shareholders have concluded that it is in their mutual best interests to unwind
the acquisition of BFE by the Company and settle all claims they may have
against each other. The parties are currently in the process of negotiating a
settlement agreement that would implement the unwinding of the acquisition. The
unwinding of the acquisition remains subject to the parties finalizing and
executing the settlement agreement and closing the transactions thereunder.
During the 2nd quarter 2021, the Company entered into a binding agreement with
My Retina. My Retina is a SaaS (Software as a Service) software and practice
management company that fills an important need for their client-companies to
satisfy diagnostic medical care measures in an in- home/house-call setting. My
Retina licenses, leases, and operates its proprietary telemedicine software, as
well as medical equipment, which together expedite diagnostic medical eye exam
data to its corporate clients. Eyecare and Eyewear, Inc. is a diagnostic medical
eye exam company that provides on-demand services of at-home eye exams to
patients, as well as bulk exams conducted at medical offices, and virtual exams
conducted through telemedicine software. Subsequent to June 30, 2022, the
Company and Bronx Family Eye Care, Inc. ("BFE"), and its shareholders have
concluded that it is in their mutual best interests to unwind this part of the
BFE acquisition by the Company, which would be covered in the final settlement
agreement.
19
During the second quarter of 2021, the Company signed an agreement with Alt5
Sigma to host a trading platform. The Company then launched Beyond Blockchain (a
GTII company) on June 18, 2021, an online cryptocurrency trading platform that
provides access to Digital Currency and is changing the way customers transact
with Digital Assets. Beyond Blockchain is a registered Money Services Business
under FINTRAC guidelines and incorporates world class AML and KYC technology. It
uses two-factor authentication to secure customers' assets as well as AI
liveness testing to secure the user experience. Beyond Blockchain allows
multi-currency clearing and direct settlements in Bitcoin (BTC), Ethereum (ETH),
Tether (USDT), Bitcoin Cash (BCH), Litecoin (LTC), Bitcoin SV (BSV), Aave
(AAVE), Compound (COMP), Uniswap (UNI), Chainlink (LINK) and Yearn Finance
(YFI). On April 18, 2022, the Company sold its interest in the various assets of
the Beyond Blockchain business to Parabolic Tech, DMCC, ("Parabolic") a Dubai
company organized under the laws of Dubai. Parabolic purchased the interests for
$25,000, an assumption of associated liabilities and a commitment to deliver 10%
of its tokens, under certain stipulations in the agreement, to GTII.
Beginning in April of 2021, the Company had been working towards tokenizing its
fine art collection. If this prospectus is approved, the Company would mint
1,000,000,000 tokens of the GFT Token, with 26,000,000 of them being registered
herein for distribution. Once minted, each shareholder, as of the to be
determined record date, would be entitled to receive one GFT Token for every 10
shares of GTII Common Stock beneficially held in their name. On April 20, 2022,
the Company withdrew its registration statement with the SEC regarding this
project based on the extensive costs and time to properly address the
Commission's concerns with the Registration Statement. No securities were sold
pursuant to the Registration Statement and the Company has taken it upon itself
to secure an alternative digital token to distribute to its shareholders.
On August 23, 2021, GTII and We SuperGreen Energy Corp ("WSGE") signed a binding
letter agreement to engage in a merger/business combination, for the best
interests of the shareholders of both GTII and WSGE, pursuant to which WSGE will
become a wholly-owned subsidiary of GTII. The shareholders of WSGE (the "WSGE
Shareholders") will become the majority shareholders of GTII, owning that amount
of newly-issued common stock of GTII (the "GTII Common Stock") to be
mutually-agreed upon by the parties and memorialized in a stock purchase
agreement, subject to the terms and conditions set forth in the agreement. The
completion of an audit of the financial statements of WSGE since its inception,
inclusive of the starting balance sheet as of its inception date (the "Audited
Financial Statements"), by an auditor that is subject to the public company
accounting oversight board ("PCAOB"), and acceptable to GTII is a condition to
be met before the closing of the transaction can occur. In January, 2022, GTII
terminated the agreement for non-performance of the closing requirements.
On October 5, 2021, the Company signed a letter of intent with Classroom Salon
(CS), to define the terms of an acquisition of all outstanding shares of CS. CS
uses interfaces, workflows and proprietary algorithms, providing a tool to
author, deploy, teach and assess school courses, seminars and other study groups
and then integrate them with other learning platforms at any educational levels.
On November 9, 2021, GTII, and Trento Resources and Energy Corp, ("Trento") a
corporation organized under the laws of the State of Delaware, signed a binding
stock purchase agreement ("SPA") to engage in a merger/business combination, for
the best interests of the shareholders of both GTII and Trento, pursuant to
which Trento will become a wholly-owned subsidiary of GTII. Pursuant to the SPA,
GTII issued 100,000 shares of common stock to Sean Wintraub, with 100,000,000
shares to be issued upon Trento's successful raising, within six (6) months of
funds sufficient to support large-scale mining operations at the Trento Mining
Project (the "Trento Project"), located in the third region of Atacama, Chile,
Copiapo. In addition, and within six (6) months subsequent to the raising of
said funds, if GTII receives independent confirmation of the presence of the
geological resources in those amounts contained in the Geological Estimation,
the Company will issue Trento that amount of common stock representing industry
standard multipliers for the value of that number of geological resources found
listed in the Geological Estimation. On December 9, 2021, GTII retained
Bertrand-Galindo Barrueto Barroilhet & Cia, ("Bertrand-Galindo") a firm
headquartered in Santiago, Chile to conduct a due diligence review of the
Trento's interests in Inversiones Trento SpA and the related mining concessions,
operations, land easements, permits and assets related to the Trento project.
Bertrand-Galindo will also provide relevant corporate, legal, regulatory and tax
structure guidance as needed.
On December 18, 2021 the Company entered into a membership interest purchase
agreement with AT Gekko PR LLC, a Puerto Rico limited liability company ("AT
Gekko"), which owned 100% of the issued and outstanding membership interests of
Classroom Salon Holdings, LLC, a Delaware limited liability company ("Classroom
Salon Holdings"). Also on December 18, 2021 AT Gekko executed an assignment to
the Company of its membership interests in Classroom Salon Holdings, making
Classroom Salon Holdings a wholly-owned subsidiary of the Company. The
transaction was also subject to certain post-closing conditions as set forth in
the membership interest purchase agreement. The conditions include PCAOB audited
financial statements for 2020 and 2021, an amended license agreement with
Carnegie Mellon University, and the consummation of the acquisition of Classroom
Salon, LLC.
On January 10, 2022, GTII executed a memorandum of understanding with DTXS
Auction, Ltd., a wholly-owned subsidiary of DTXS Silk Road Investment Holdings
Company, Ltd., (HKSE code 0620). On January 31, 2022, GTII executed a proposal
sheet with DTXS Auction, Ltd., for the proposed exchange of 100,000 shares of
the Company's common stock for 350,000 shares of the common stock of DTXS Silk
Road Investment Holdings Company, Ltd. The proposal sheet provides that, in
consideration for the share exchange, DTXS will (a) develop a Chinatown art
district within the Company's planned Metaverse and (b) provide the Company with
access to Chinese art pieces that it owns, controls or has access to, from eras
of Chinese antiquity.
20
Also on January 10, 2022, GTII executed an irrevocable gift agreement with Icahn
School of Medicine at Mount Sinai for the donation of 250,000 shares of the
Company's commons stock over each of the next three years, inclusive of 2022.
On January 17, 2022, GTII executed a memorandum of understanding with TCG Gaming
B.V., a Netherlands based metaverse development company, for the lease of a plot
of virtual land in the TCG World metaverse.
On January 18, 2022, GTII's subsidiary, Classroom Salon Holdings, LLC, executed
membership interest purchase agreements, as well as assignments of membership
interests, resulting in the acquisition of 100% of Classroom Salon, LLC, a
Pennsylvania limited liability company. On February 22, 2022, Classroom Salon,
LLC, executed an amended and restated license agreement with Carnegie Mellon
University. On February 25 2022, Classroom Salon Holdings, LLC completed its
requisite two-year, PCAOB audit.
On March 9, 2022, GTII executed a non-binding Letter of Intent with Wildfire
Media Corp, relating to the acquisition of the assets and liabilities of
1-800-Law-Firm, PLLC, a Delaware Corporation On May 25, 2022, the Company and
Wildfire Media Corp, signed a term sheet which established the acquisition price
and other more formal terms and conditions under which the parties would be able
to conclude the anticipated final transaction. more formally establishing to
establish the acquisition price, and formal terms and conditions under which the
parties are to conclude the perspective transaction.
On July 28, 2022, FINRA sent a 'deficiency notice' pursuant to FINRA rule 6490,
whereby its Department of Market Operations determined that the Company's
request to pay a dividend to its shareholders was deficient. It based this
finding on the fact that the Depository Trust & Clearing Corpoation (DTCC) has
declined to facilitate or process the distribution of the Shibu Inu Tokens to
GTII shareholders holding shares in CEDE & Co, which is a substantial portion of
GTII's outstanding common shares. The Company, in preparation for the
distribution of this digital dividend, purchased one billion Shibu Inu Tokens
and set them aside to be distributed. It also sold its interest in
www.beyondblockchain.us to 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.
21
Employees
As of June 30, 2022, the Company employs two individuals in executive positions.
RESULTS OF OPERATIONS
Results of Operations for the Three Months Ended June 30, 2022, Compared to
Three Months Ended June 30, 2021:
There were no revenues generated during the three months ended June 30, 2022,
and 2021. Our operating expenses decreased from $1,370,204 in 2021 to $981,183
in 2022. The decrease was primarily the result of a decrease in professional
services including investor relations, IT, legal, accounting and consulting. The
Company issued $727,990 in stock to our professionals during the second quarter
2022 as compared to $866,724 for the second quarter 2021. Our interest expense
decreased to $12,289 for the three months ended June 30, 2022, from $12,904 for
the three months ended June 30, 2021. We also had unrealized loss from our
marketable securities of $(36,000) for the three months ended June 30, 2022,
compared to a gain of $281,000 for the three months ended June 30, 2021. The
Company also recorded a gain on sale of its digital asset of $22,291 and a gain
on settlement of debt of $28,150 in the second quarter of 2022, there were none
in the same quarter of 2021.
Our net loss decreased by $122,577 from $(1,102,108) in the first quarter 2021
to a loss of $(977,531) in the second quarter 2022. The primary reason for this
increase was the decrease in professional services. We expect that our losses
will continue until we are able to establish a consistent revenue source and
finalize our projected acquisitions.
Results of Operations for the Six Months Ended June 30, 2022, Compared to Six
Months Ended June 30, 2021:
There were no revenues generated during the six months ended June 30, 2022 and
2021. Our operating expenses increased from $2,094,501 in 2021 to $2,124,028 in
2022. The increase was primarily the result of an increase in professional
services including investor relations, IT, legal, accounting and consulting for
our digital asset platform, fine art and medical advisory board, as well as
charitable service contributions. The Company issued $1,591,098 in stock for
services during the first six months of 2022 as compared to $1,337,724 for the
same period of 2021. Our interest expense increased to $70,816 for the six
months ended June 30, 2022, from $32,349 for the six months ended June 30, 2021.
We also had unrealized loss from our marketable securities of $(63,000) for the
six months ended June 30, 2022, compared to a gain of $349,000 for the six
months ended June 30, 2021. The Company recorded a gain from its block sale
asset of $22,291 and gains from settlement of debt of $28,150 of which none were
recorded in 2021.
Our net loss increased by $428,053 from $(1,777,850) in the first six months of
2021 to a loss of $(2,205,903) in the first six months of 2022, The primary
reason for this increase was the increase in professional services and
donations, as the Company entered a growth stage of acquisitions and funding
requirements. We expect that our losses will continue until we are able to
establish a consistent revenue source and finalize our projected acquisitions.
LIQUIDITY AND CAPITAL RESOURCES
On June 30, 2022, we had cash on hand of $354,651 compared to $359,143 on
December 31, 2021. Cash generated by our operations was $93,913 during the six
months ended June 30, 2022, compared to cash used of $(160,077) during the six
months ended June 30, 2021. Our operations are supported by our CEO who uses
individual credit to pay for expenses of the Company. During the six months
ended June 30, 2022, we received $50,000 in proceeds from the issuance of a note
payable. We anticipate that we will have a negative cash flow from operations
for 2022. We have sufficient cash on hand on June 30, 2022, to cover our cash
flow. We will attempt to raise capital through the sale of our common stock or
through debt financing,
Some of Global Tech's past due obligations, including $338,000 of accounts
payable, and $871,082 of notes payable and judgments, were incurred or obtained
prior to 2005. No actions have been taken by any of the applicable creditors,
and the statute of limitations has been exceeded for the creditors to seek legal
action. Global Tech believes that these obligations will not be satisfied in the
future because the statute of limitations has been exceeded, and is currently
seeking a judicial resolution to these obligations.
22
Any remedy to our current lack of liquidity must take into account all the
foregoing liabilities. Global Tech intends to expand and develop its new
acquisition operating activities to generate significant cashflow to allow it to
pay its current obligations and settle its remaining obligations. Capital raise
plans are under consideration but it cannot be assured that they will
materialize in the current economic environment. Currently, Global Tech is
without adequate financing or liquid assets. Because no actions have been taken
on the aforementioned past due obligations and demand has not been made by the
applicable current note holders, we are unable to accurately quantify the effect
the overdue accounts have on Global Tech's financial condition, liquidity and
capital resources. However, in the event that all of these obligations and notes
payable were required to be paid in an amount equal to the full balance of each,
Global Tech would not be able to meet the obligations based upon its current
financial status. The liquidity shortfall of $(2,800,374) would cause Global
Tech to default and, further, would put our continued viability in jeopardy.
Going Concern Qualification
The Company has incurred significant losses from operations, and such losses are
expected to continue. The Company's auditors have included a "Going Concern
Qualification" in their report for the year ended December 31, 2021. In
addition, the Company has limited working capital. The foregoing raises
substantial doubt about the Company's ability to continue as a going concern.
Management's plans include seeking additional capital and/or debt financing.
There is no guarantee that additional capital and/or debt financing will be
available when and to the extent required, or that if available, it will be on
terms acceptable to the Company. The financial statements do not include any
adjustments that might result from the outcome of this uncertainty. The "Going
Concern Qualification" may make it substantially more difficult to raise
capital.
Potential Impact of COVID-19
The Company is concerned that the COVID-19 virus may impact the Company's
ability to raise additional equity capital due to the uncertainty of the virus'
effects on the economy and capital markets, which may make potential investors
less likely to invest during the pandemic. This may affect the Company's ability
to raise equity capital to meet its financial obligations, implement its
business plan and continue as a going concern.
Off-Balance Sheet Arrangements
We have no off-balance sheet arrangements.
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GLOBAL TECH INDUSTRIES GROUP, INC. 
