Amended Quarterly Report

Disclosure Statement Pursuant to the Pink Basic Disclosure Guidelines

GTFN HOLDINGS, INC.

a Nevada Corporation

1067 E. Highway 24

Woodland Park, CO 80863

____________________________

Bill Burton

1. 688-5575Email:

[e-mail]

SIC Code 9995

Quarterly Report

For the Quarter Ended: August 31, 2021

(the "Reporting Period")

As of October 29, 2021, the number of shares outstanding of our Common Stock was: 48,290

As of May 31, 2021, the number of shares outstanding of our Common Stock was: 4, 848,290

As of May 31, 2020, the number of shares outstanding of our Common Stock was: 4,848,290

Indicate by check mark whether the company is a shell company (as defined in Rule 405 of the Securities Act of 1933 and Rule 12b-2 of the Exchange Act of 1934):

Yes: ☒ No ☐

Indicate by check mark whether the company's shell status has changed since the previous reporting period:

Yes: ☐ No: ☒

Indicate by check mark whether a Change in Control1 of the company has occurred over this reporting period:

Yes: ☒

No: ☐

1 "Change in Control" shall mean any events resulting in:

1. Any "person" (as such term is used in Sections 13(d) and 14(d) of the Exchange Act) becoming the "beneficial owner" (as defined in Rule 13d-3 of the Exchange Act), directly or indirectly, of securities of the Company representing fifty percent (50%) or more of the total voting power represented by the Company's then outstanding voting securities;
2. The consummation of the sale or disposition by the Company of all or substantially all of the Company's assets;
3. A change in the composition of the Board occurring within a two (2)-year period, as a result of which fewer than a majority of the directors are directors immediately prior to such change; or
4. The consummation of a merger or consolidation of the Company with any other corporation, other than a merger or consolidation which would result in the voting securities of the Company outstanding immediately prior thereto continuing to represent (either by remaining outstanding or by being converted into voting securities of the surviving entity or its parent) at least fifty percent (50%) of the total voting power represented by the voting securities of the Company or such surviving entity or its parent outstanding immediately after such merger or consolidation.

OTC Markets Group Inc.
OTC Pink Basic Disclosure Guidelines	Page 1 of 23

1. Name and address(es) of the issuer and its predecessors (if any)

Predecessor Entities:As of April 23, 2008, the Company's predecessor issuer was Britton International, Inc., a Nevada company.

History Past Five Years:On August 1, 2003, the Company was incorporated as Britton International Inc. in the State of Nevada. On April 23, 2008, in conjunction with the merger of Belltower Entertainment Corp. into the Company, the name of the Company was changed to Belltower Entertainment Corp. On June 24th, 2020, Belltower Entertainment Corp., by corporate action, amended its Certificate of Incorporation, changing the name of the Company to GTFN Holdings, Inc. On May 5, 2021, GTFH Holdings, Inc., by corporate action, amended its Certificate of Incorporation increasing the authorized shares of the Company. The Company is currently in good standing with the State of Oklahoma.

Trading Suspensions: None

The address(es) of the issuer's principal executive office: GTFN Holdings, Inc., 1067 E. Highway 24, Woodland Park, CO

80863

The address(es) of the issuer's principal place of business: GTFN Holdings, Inc., 1067 E. Highway 24, Woodland Park, CO 80863

Check box if principal executive office and principal place of business are the same address: ☒

Has the issuer or any of its predecessors been in bankruptcy, receivership, or any similar proceeding in the past five years?

Yes: ☐	No: ☒
2)	Security Information
Trading symbol:	BTOW
Exact title and class of securities outstanding:	Common
CUSIP:		362441107
Par or stated value:	$0.0001
Total shares authorized:	500,000,000	as of date: August 31 2021
Total shares outstanding:	48,290		as of date	August 31 2021
Number of shares in the Public Float2:	17,751		as of date	August 31 2021
Total number of shareholders of record:	61		as of date: August 31 2021

All additional class of securities:

Series A Preferred Stock Authorized:	10,000,000	as of date: August 31, 2021
Total Shares Outstanding	1,000,000	as of date: August 31 2021

2 "Public Float" shall mean the total number of unrestricted shares not held directly or indirectly by an officer, director, any person who is the beneficial owner of more than 10 percent of the total shares outstanding (a "control person"), or any affiliates thereof, or any immediate family members of officers, directors and control persons.

OTC Markets Group Inc.
OTC Pink Basic Disclosure Guidelines	Page 2 of 23

Certificate of Designation: On May 5, 2021, GTFN Holdings, Inc. filed a Certificate of Designation of Preferences, Rights and Limitations of Series "A" Preferred Stock designating One Million (1,000,000) shares of Preferred Stock as Series "A" Convertible Preferred Stock. The Certificate of Designation of Series "A" Convertible Preferred Stock contains special voting rights of One Hundred (100) votes per preferred share held, as well as conversion rights of one common share for each preferred share to any holder.

Name:	Pacific Stock Transfer Company
Phone:	[phone]
Email:	[e-mail]
Address: Via Austi Pkwy, Suite 300.
	Las Vegas, NV 89119
Is the Transfer Agent registered under the Exchange Act?3 Yes: ☒	No: ☐

1. Issuance History

The goal of this section is to provide disclosure with respect to each event that resulted in any direct changes to the total shares outstanding of any class of the issuer's securities in the past two completed fiscal years and any subsequent interim period.

Disclosure under this item shall include, in chronological order, all offerings and issuances of securities, including debt convertible into equity securities, whether private or public, and all shares, or any other securities or options to acquire such securities, issued for services. Using the tabular format below, please describe these events.

A. Changes to the Number of Outstanding Shares

Check this box to indicate there were no changes to the number of outstanding shares within the past two completed fiscal years and any subsequent periods: ☒

Shares Outstanding as of Second Most
Recent Fiscal Year End:	*Right-click the rows below and select "Insert" to add rows as needed.
Opening Balance

Date 5/31/2019Common:4,848,290
	Preferred: 0
Date of	Transaction		Number of	Class of	Value of	Were the	Individual/ Entity	Reason for share	Restricted or	Exemption
Transaction	type (e.g. new		Shares	Securities	shares	shares	Shares were	issuance (e.g. for	Unrestricted	or
	issuance,		Issued (or		issued	issued at	issued to	cash or debt	as of this	Registration
	cancellation,		cancelled)		($/per	a discount	(entities must	conversion)	filing.	Type.
	shares				share)	to market	have individual	-OR-
	returned to				at	price at	with voting /	Nature of
	treasury)				Issuanc	the time	investment	Services
						e	of	control	Provided
							issuance?	disclosed).
							(Yes/No)
May 26,	Cancellation		4,800,000	Common	n/a	no	SCI, Inc.(1)	Stock	Restricted	144
2021				common					Conversion		restricted
				cancelled

3 To be included in the Pink Current Information tier, the transfer agent must be registered under the Exchange Act.

OTC Markets Group Inc.
OTC Pink Basic Disclosure Guidelines	Page 3 of 23

May	Issuance	1,000,000	Preferred		no	SCI, Inc.(1)	Stock	Restricted	144
26,2021			Series A				Conversion		restricted

Shares Outstanding on Date of This

Report:

Ending Balance

Ending Balance:

Date 10/29/2021Common: 48,290

Preferred: 1,000,000

1. Footnote: William H. Burton is the president and control person of SCI, Inc.

B. Debt Securities, Including Promissory and Convertible Notes

Use the chart and additional space below to list and describe all outstanding promissory notes, convertible notes, convertible debentures, or any other debt instruments that may be converted into a class of the issuer's equity securities.

Check this box if there are no outstanding promissory, convertible notes or debt arrangements: ☒

Date of

Outstanding

Principal

Interest

Maturity

Conversion Terms (e.g.

Name of Noteholder

Reason for

Note

Balance ($)

Amount

Accrued

Date

pricing mechanism for

(entities must have

Issuance (e.g.

Issuance

at

($)

determining conversion of

individual with voting

Loan, Services,

Issuance

instrument to shares)

/ investment control

etc.)

($)

disclosed).

Use the space below to provide any additional details, including footnotes to the table above:

1. Financial Statements

A. The following financial statements were prepared in accordance with:

1. ☒ U.S. GAAP ☐ IFRS

2. The financial statements for this reporting period were prepared by (name of individual)4:

4 The financial statements requested pursuant to this item must be prepared in accordance with US GAAP or IFRS by persons with sufficient financial skills.

OTC Markets Group Inc.
OTC Pink Basic Disclosure Guidelines	Page 4 of 23

Name:	R. Nickolas Jones
Title:	Accountant
Relationship to Issuer:	None

Provide the financial statements described below for the most recent fiscal year or quarter. For the initial disclosure statement (qualifying for Pink Current Information for the first time) please provide reports for the two previous fiscal years and any subsequent interim periods.

1. Balance sheet;
2. Statement of income;
3. Statement of cash flows;
4. Statement of Retained Earnings (Statement of Changes in Stockholders' Equity)
5. Financial notes; and

ATTACHED UNAUDITED FINANCAIL STATEMENTS

OTC Markets Group Inc.
OTC Pink Basic Disclosure Guidelines	Page 5 of 23