UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

 

FORM 10-Q

 

(Mark One)

 

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

 

For Quarterly Period Ended

March 31, 2021

 

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   83-0250943

(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.

 

Yes [X] No [  ]

 

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).

 

Yes [X] No [  ]

 

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 filer [  ] Accelerated filer [  ]
Non-accelerated filer [X] Smaller reporting company [X]
    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).

 

Yes [  ] No [X]

 

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

 

As of May 7, 2021 the number of shares outstanding of the registrant’s class of common stock was 234,998,005.

 

 

 

 
 

 

TABLE OF CONTENTS

 

    Pages
PART I. FINANCIAL INFORMATION 3
     
Item 1. Financial Statements 3
     
  Unaudited Condensed Consolidated Balance Sheets as of March 31, 2021 and December 31, 2020. 3
     
  Unaudited Condensed Consolidated Statements of Operations for the Three Months ended March 31, 2021 and 2020. 4
     
  Unaudited Condensed Consolidated Statements of Stockholders’ Equity (Deficit) for the Three Months ended March 31, 2021 and 2020. 5
     
  Unaudited Condensed Consolidated Statements of Cash Flows for the Three Months ended March 31, 2021 and 2020. 6
     
  Notes to Unaudited Condensed Consolidated Financial Statements 7
     
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations 18
     
Item 3. Quantitative and Qualitative Disclosures About Market Risk 21
     
Item 4. Controls and Procedures 21
     
PART II. OTHER INFORMATION 23
     
Item 1. Legal Proceedings 23
     
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds 24
     
Item 3. Defaults Upon Senior Securities 24
     
Item 5. Other Information 25
     
Item 6. Exhibits 25
     
SIGNATURES 27

 

2
 

 

PART I. FINANCIAL INFORMATION

 

ITEM 1. FINANCIAL STATEMENTS

 

GLOBAL TECH INDUSTRIES GROUP, INC.

Condensed Consolidated Balance Sheets

(Unaudited)

 

    March 31,     December 31,  
    2021     2020  
ASSETS                
CURRENT ASSETS                
Cash and cash equivalents   $ 56,776     $ 2,479  
Prepaid expenses     222,167       222,167  
Marketable securities     99,000       31,000  
                 
Total Current Assets    

377,943

      255,646  
                 
PROPERTY & EQUIPMENT (NET)     2,678       2,946  
                 
TOTAL ASSETS   $ 380,621     $ 258,592  
                 
LIABILITIES AND STOCKHOLDERS’ EQUITY (DEFICIT)                
               
CURRENT LIABILITIES                
Accounts payable and accrued expenses   $ 631,449     $ 610,715  
Accounts payable and accrued expenses-related parties     187,646       8,953  
Accrued interest payable     354,877       357,708  
Notes payable in default     871,082       871,082  
Due to related parties     161,128       109,513  
Convertible debenture     -       74,800  
Notes payable     150,000       -  
                 
Total Current Liabilities    

2,356,182

      2,032,771  
                 
Total Liabilities     2,356,182       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, 350,000,000 shares authorized; 240,998,005 (including 6,000,000 shares held in escrow) and 230,498,005 issued and 234,998,005 and 230,498,005 outstanding, respectively

    240,998       230,498  
Additional paid-in-capital     168,862,371       168,398,511  
Accumulated (Deficit)     (171,078,931 )     (170,403,189 )
                 
Total Stockholders’ Equity (Deficit)     (1,975,561 )      (1,774,179 )
                 
TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY (DEFICIT)   $

380,621

    $ 258,592  

 

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

(Unaudited)

 

    For the Three Months Ended  
    March 31,  
    2021     2020  
             
REVENUES     -       -  
                 
OPERATING EXPENSES                
                 
General and administrative    

39,138

      28,120  
Depreciation     268       -  
Compensation and professional fees     684,891       172,745  
                 
Total Operating Expenses    

724,297

      200,865  
                 
OPERATING LOSS     (724,297 )     (200,865 )
                 
OTHER INCOME (EXPENSES)                
                 
Gain (loss) on marketable securities     68,000       (26,976 )
Interest expense     (19,445 )     (57,005 )
                 
Total Other Income (Expenses)     48,555       (83,981 )
                 
LOSS BEFORE INCOME TAXES     (675,742 )     (284,846 )
                 
INCOME TAX EXPENSE     -       -  
                 
NET LOSS   $ (675,742 )   $ (284,846 )
                 
BASIC AND DILUTED LOSS PER SHARE   $ (0.00 )   $ (0.00 )
                 
WEIGHTED AVERAGE NUMBER OF SHARES OUTSTANDING, BASIC AND DILUTED     234,531,338       205,277,990  

 

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)

 

    Preferred Stock     Common Stock     Additional
Paid-in
    Accumulated     Total 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  
                                                         
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 )
                                                         
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 )             -  
                                                         
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 )

 

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)

 

    For the Three Months Ended  
    March 31,  
    2021     2020  
             
CASH FLOWS FROM OPERATING ACTIVITIES                
                 
Net loss   $

(675,742

)     (284,846 )
Adjustments to reconcile net loss to net cash used in operating activities:             -  
Depreciation     268          
Stock issued for services     471,000       -  
Imputed interest on loan     3,360       3,360  
(Gain) loss on marketable securities     (68,000 )     26,976  
Change in operating assets and liabilities                
Increase in accounts payable and accrued expenses-related parties     178,693       -  
Increase (decrease) in accrued interest payable     (2,831 )     8,840  
Increase in interest payable-related parties     -       44,260  
Increase in accounts payable and accrued expenses     20,734       172,473  
                 
Net Cash Used in Operating Activities    

(72,518

)     (28,937 )
                 
CASH FLOWS FROM INVESTING ACTIVITIES                
                 
Net Cash Provided by (Used in) Investing Activities     -       -  
                 
CASH FLOWS FROM FINANCING ACTIVITIES                
Cash from notes payable     150,000          
Cash paid on convertible debenture     (74,800 )        
Cash received from related parties     51,615       28,901  
                 
Net Cash Provided by Financing Activities    

126,815

      28,901  
                 
INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS     54,297       (36 )
                 
CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD     2,479       1,435  
                 
CASH AND CASH EQUIVALENTS, END OF PERIOD   $ 56,776     $ 1,399  
                 
SUPPLEMENTAL CASH FLOW DISCLOSURES:                
                 
Cash paid for interest   $ -     $ -  
Cash paid for income taxes   $ -     $ -  
                 
NON-CASH INVESTING AND FINANCING ACTIVITIES:                
                 
Stock issued and held in escrow for potential acquisition of license   $ 6,000     $ -  

 

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

March 31, 2021

 

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, results of operations, and cash flows at March 31, 2021, and for all periods presented herein, 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. The results of operations for the period ended March 31, 2021 are not necessarily indicative of the operating results for the full year.

 

The accompanying consolidated financial statements include the accounts of the Company and its wholly-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 applicable 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 and subsequent acquisition of Bronx Family Eye Care, that these operations with help support the cashflow needs of the Company. Management also expects with the commencement of revenue generating operations from GTI and Bronx, that the warrants issued to shareholders will be exercised in the near future, thus providing capital for the Company and it’s 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 impact could occur though such potential impact is unknown at this time.

 

7
 

 

GLOBAL TECH INDUSTRIES GROUP, INC.

Notes to the Unaudited Condensed Consolidated Financial Statements

March 31, 2021

 

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, TTII Oil & Gas, Inc., and G T 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.

 

B) USE OF MANAGEMENT’S ESTIMATES

 

The preparation of financial statements in conformity with generally accepted accounting principles 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 $250,000 of 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 March 31, 2021 and December 31, 2020, no excess cash balances existed. There were no cash equivalents at March 31, 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 currently had no revenues during the quarters ended March 31, 2021 and 2020, however revenues have commenced in the second quarter 2021, and the Company recognizes revenues in accordance with ASC 606, “Revenue from Contracts with Customers.” Revenue is recognized 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. The Company currently has minimal consulting sales 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

March 31, 2021

 

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.

 

G) FAIR VALUE OF FINANCIAL INSTRUMENTS

 

The Company follows ASC 820, “Fair Value Measurements.” ASC 820 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 March 31, 2021 and December 31, 2020.

 

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

March 31, 2021

 

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 March 31, 2021 and December 31, 2020:

 

    Level 1     Level 2     Level 3  
Marketable Securities – March 31, 2021   $ 99,000     $ -0-     $ -0-  
Marketable Securities – December 31, 2020   $ 31,000     $ -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 March 31, 2021, there were 4,500,664 stock options outstanding, however their effects were anti-dilutive. For March 31, 2020, there were no potentially dilutive securities to consider in the fully diluted earnings per share calculation.

 

    For the Three Months Ended  
    March 31,  
    2021     2020  
Loss (numerator)   $

(675,742

)   $ (284,846 )
Shares (denominator)    

234,531,338

      205,277,990  
Basic and diluted loss per share   $ (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 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.

 

10
 

 

GLOBAL TECH INDUSTRIES GROUP, INC.

Notes to the Unaudited Condensed Consolidated Financial Statements

March 31, 2021

 

NOTE 3 - MARKETABLE SECURITIES

 

The Company has acquired various shares of Marketable Securities over 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 March 31, 2021 and December 31, 2020 amounted to $99,000 and $31,000, respectively. All realized and unrealized gains and losses are recorded in earnings. For the three months ended March 31, 2021, the Company recorded a net gain of $68,000 which consisted of an unrealized gain of $68,000. For the three months ended March 31, 2020, the Company recorded a net loss of $26,976 which consisted of unrealized losses. 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 three months ended March 31, 2021 and 2020 was $268 and $0, respectively.

 

Fixed assets consist of the following:

 

    March 31, 2021     December 31, 2020  
Computer equipment   $ 3,213     $ 3,213  
Total fixed assets     3,213       3,213  
Accumulated Depreciation     (535 )     (267 )
Net fixed assets   $ 2,678     $ 2,946  

 

NOTE 5 – 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, 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 worth of Company’s shares (6,000,000 shares). However due to performance obligations included in the SPA not having been met by March 31, 2021 or subsequently through the date these financial statements were issued, the Company has transferred the Company’s shares to an escrow account and recorded the shares as issued but not outstanding.

 

11
 

 

GLOBAL TECH INDUSTRIES GROUP, INC.

Notes to the Unaudited Condensed Consolidated Financial Statements

March 31, 2021

 

NOTE 6 - RELATED PARTY TRANSACTIONS

 

Due to Related Parties

 

Due to officers 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 three months ended March 31, 2021 and 2020, Mr. Reichman advanced $51,615 and $28,901, respectively, and was repaid $0 and $, respectively. At March 31, 2021 and December 31, 2020, the amounts owed to Mr. Reichman are $161,128 and $109,513, 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 three months ended March 31, 2021 and 2020. The accrued wages for the three months ended March 31, 2021 and 2020 are $170,000 and $170,000, respectively. The balance of accrued wages due to the officers at March 31, 2021 and December 31, 2020, are $170,000 and $0, respectively.

 

NOTE 7 - 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 March 31, 2021 and December 31, 2020, notes payable in default amounted to $871,082 and $871,082, respectively. Accrued interest on the notes in default at March 31, 2021 and December 31, 2020 are $354,877 and $345,663, 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

March 31, 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 March 31, 2021 and December 31, 2020 is $21,150 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 March 31, 2021 and December 31, 2020 is $32,749 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 March 31, 2021 and December 31, 2020 is $27,404 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 March 31, 2021 and December 31, 2020 is $52,987 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 March 31, 2021 and December 31, 2020 is $150,764 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 March 31, 2021 and December 31, 2020 is $12,795 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 March 31, 2021 and December 31, 2020 is $38,818 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 March 31, 2021 and December 31, 2020 is $12,709 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 March 31, 2021 and December 31, 2020 is $2,117 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 March 31, 2021 and December 31, 2020 is $3,009 and $2,904, respectively.

 

13
 

 

GLOBAL TECH INDUSTRIES GROUP, INC.

Notes to the Unaudited Condensed Consolidated Financial Statements

March 31, 2021

 

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

 

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

 

March 31, 2021     December 31, 2020     Interest     Interest Expense        
Principal     Principal     Rate     3/31/2021     3/31/2020     Maturity  
$ 32,960       32,960       5.00 %     412       412       10/5/18  
  32,746       32,746       5.00 %     409       409       10/5/18  
  5,000       5,000       6.00 %     75       75       10/5/18  
  100,000       100,000       5.00 %     1,250       1,250       10/5/18  
  7,000       7,000       6.00 %     105       105       10/5/18  
  388,376       388,376       5.00 %     4,855       4,855       10/5/18  
  192,000       192,000       0 %     3,360       3,360       10/5/18  
  18,000       18,000       6.00 %     270       270       9/1/2002  
  30,000       30,000       6.00 %     450       450       9/12/2002  
  25,000       25,000       5.00 %     313       313       8/31/2000  
  40,000       40,000       7.00 %     700       700       7/10/2002  
                                             
$ 871,082     $ 871,082             $ 12,199     $ 12,199          

 

At March 31, 2021 and December 31, 2020, accrued interest on the outstanding notes payable were $354,877 and $319,307, respectively and related party notes was $0 and $343,056, respectively. Interest expense on the outstanding notes amounted to $12,574 and $56,502 for the three months ended March 31, 2021 and 2020, including the imputed interest discussed above.

 

(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 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.

 

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 the 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 March 31, 2021 and December 31, 2020 were $0 and $12,045, respectively. At March 31, 2021 and December 31, 2020, the Convertible Debenture balance was $0 and $74,800, respectively.

 

14
 

 

GLOBAL TECH INDUSTRIES GROUP, INC.

Notes to the Unaudited Condensed Consolidated Financial Statements

March 31, 2021

 

(d) NOTES PAYABLE

 

On February 26, 2021, the Company executed a note agreement with an Individual in the amount of $100,000, 1% interest per annum, unsecured, due December 31, 2021. Accrued interest at March 31, 2021 and December 31, 2020 was $250 and $0, respectively.

 

On March 26, 2021, the Company executed a note agreement with an Individual in the amount of $50,000, 1% interest per annum, unsecured, due December 31, 2021. Accrued interest at March 31, 2021 and December 31, 2020 was $125 and $0, respectively.

 

NOTE 8 - STOCKHOLDERS’ EQUITY (DEFICIT)

 

ISSUANCES OF COMMON STOCK

 

During the three months ended March 31, 2021 and 2020, the Company issued 4,500,000 shares of common stock with a fair market value of $471,000 and 0 shares, respectively, for services rendered. The services performed during the quarter were, legal, IR services, IT and consulting. All services performed were to outside, unrelated third parties.

 

On February 28, 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 6,000,000 shares of common stock valued at $6,000,000 on the grant date 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 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 satisfied at the end of Q2. 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.

 

15
 

 

GLOBAL TECH INDUSTRIES GROUP, INC.

Notes to the Unaudited Condensed Consolidated Financial Statements

March 31, 2021

 

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 $.01
  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.

 

Assumptions:   2021     2020  
Assumptions applicable to stock options issued                
Risk-free interest rate     - %     3 %
Expected lives (in years)     -       2  
Expected stock volatility     - %     72 %
Dividend yield     -       -  

 

Stock option transactions are as follows:

 

          Weighted     Weighted        
          Average     Average     Aggregate  
          Exercise     Remaining     Intrinsic  
    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  
Granted     -       -       -       -  
Exercised     -       -       -       -  
Forfeited     -       -       -       -  
Outstanding at March 31, 2021     4,500,664     $ .01       1.75 yrs     $ 427,563  

 

OTHER

 

During the three months ended March 31, 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 7).

 

16
 

 

GLOBAL TECH INDUSTRIES GROUP, INC.

Notes to the Unaudited Condensed Consolidated Financial Statements

March 31, 2021

 

NOTE 9 - 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 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.

 

NOTE 10 – 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:

 

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. 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 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 it’s 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 a 2-year term and expires on April 8, 2023.

 

17
 

 

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;
   
i) insufficient revenues to cover operating costs; and

 

18
 

 

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. GoHealthMD, Inc. continues to exist as a Delaware corporation and wholly owned subsidiary of Global Tech Industries Group, Inc., TTI Strategic Acquisitions and Equity Group, Inc., and TTII Oil & Gas, Inc., a Delaware corporation, all were formed by Global Tech 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 various Marketable Securities, however the amounts of investments are minimal as of March 31, 2021. 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 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 6,000,000 shares of common stock valued at $6,000,000 on the grant date 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 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 satisfied at the end of Q2. 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.

 

19
 

 

Employees

 

As of May 12, 2021 we have 1 full-time employee and one part time employee. We have not experienced any work stoppages and we consider relations with its employees to be good.

 

RESULTS OF OPERATIONS

 

Results of Operations for the Three Months Ended March 31, 2021 Compared to Three Months Ended March 31, 2020:

 

There were no revenues generated during the three months ended March 31, 2021 or 2020. Our general operating expenses increased from $200,865 in 2020 to $724,297 in 2021. The increase was primarily the result of an increase in professional services for investor relations. The Company issued $471,000 in stock to our professionals during the first quarter 2021 as compared to $0 for the first quarter 2020. Our interest expense decreased to $19,445 at March 31, 2021 from $57,005 at March 31, 2020, due to the conversion of related party debt at December 31, 2020. We also had unrealized gains from our marketable securities of $68,000 at March 31, 2021, compared to a loss of $(26,976) at March 31, 2020.

 

Our net loss increased by $390,896 from $(284,846) in 2020 to a loss of $(675,742) in 2021. The primary reason for this increase was the increase in investor relations professional services, 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. With the two acquisitions generating revenues beginning in the 2nd quarter, we expect a changing business environment. Management and the Board are considering additional acquisitions forth coming.

 

LIQUIDITY AND CAPITAL RESOURCES

 

At March 31, 2021 we had cash on hand of $56,776 compared to $2,479 at December 31, 2020. Cash used by our operations of $(72,518) in 2021 compared to cash used of $(28,937) in 2020. Our operations are supported by our CEO who uses individual credit to pay for expenses of the Company. In the first three months of 2021 our CEO advance $51,615 as compared to cash advance of $28,901 during 2020. We received $150,000 during the first quarter of 2021, from debt financing, which was used to satisfy the convertible debenture of $74,800 plus accrued interest and penalties. We anticipate that we will continue to have a negative cash flow from operations for 2021. We do not have sufficient cash on hand at March 31, 2021 to cover our negative cash flow. We will attempt to raise capital through the sale of our common stock or through debt financing, and expand the operations of our acquisitions to assist in our cashflow needs.

 

Some of Global Tech’s past due obligations, including $338,000 of accounts payable, and $113,000 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.

 

20
 

 

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 $(1,987,239) would cause Global Tech to default and, further, would put our continued viability in jeopardy.

 

CONTRACTUAL OBLIGATIONS

 

There are no new contractual obligations for the quarter ended March 31, 2021.

 

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. 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.

 

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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 March 31, 2021.

 

Changes in Internal Controls over Financial Reporting

 

There were no changes in our internal control over financial reporting that occurred during the fiscal quarter ended March 31, 2021 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

 

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 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.

 

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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 three months ended March 31, 2021.

 

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 incorporation of Tree Top Industries, as amended (1)
     
3.2   By-Laws (2)
     
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)
     
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)
     
10.11   Asset purchase Agreement by and between TTII Oil & Gas, Inc. a subsidiary of GLOBAL TECH INDUSTRIES GROUP, INC. and American Resource Technologies, Inc. (13)
     
10.12   Resignation of Mr. Robert Hantman, Esq. as a member of the board of directors (14)
     
10.13   Stock 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)
     
10.14   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)
     
21.1   Subsidiaries of the registrant
     
31.1   Section 302 Certification of Chief Executive Officer
     
31.2   Section 302 Certification of Chief Financial Officer
     
32.1   Section 906 Certification of Chief Executive Officer
     
32.2   Section 906 Certification of Chief Financial Officer

 

(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) Filed April 12, 2019 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: May 17, 2021 GLOBAL 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: May 17, 2021
  David Reichman, Chairman of the Board, Chief    
  Executive Officer, Chief Financial Officer    
  and Principal Accounting Officer    
       
By: /s/ Kathy M. Griffin   Dated: May 17, 2021
  Kathy M. Griffin, Director, President    
       
By: /s/ Frank Benintendo   Dated: May 17, 2021
  Frank Benintendo, Director & Secretary    
       
By: /s/ Donald Gilbert   Dated: May 17, 2021
  Donald Gilbert, Director    

 

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