Notes
to the Unaudited Condensed Consolidated Financial Statements
March
31, 2022
NOTE
1 - CONDENSED FINANCIAL STATEMENTS
A)
CONSOLIDATION
The
accompanying consolidated financial statements have been prepared by GLOBAL TECH INDUSTRIES GROUP, INC. (“the Company”) without
audit. In the opinion of management, all adjustments (which include only normal recurring adjustments) necessary to present fairly the
financial position at March 31, 2022, and the results of operations and cash flows for the three months then ended, have
been made.
The
accompanying unaudited condensed consolidated financial statements of the Company have been prepared in accordance with the rules and
regulations of the Securities and Exchange Commission (the “SEC”), including the instructions to Form 10-Q and Regulation
S-X. Certain information and note disclosures normally included in financial statements prepared in accordance with generally accepted
accounting principles in the United States of America (“U.S. GAAP”), have been condensed or omitted from these statements
pursuant to such rules and regulations and, accordingly, they do not include all the information and notes necessary for comprehensive
financial statements and should be read in conjunction with our audited consolidated financial statements included in our Annual Report
on Form 10-K for the year ended December 31, 2021. The results of operations for the period ended March 31, 2022 are not
necessarily indicative of the operating results for the full year ended December 31, 2021.
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, that these operations will help support the cashflow needs of the Company. Management also expects with the commencement
of revenue generating operations from these subsidiaries, that the warrants issued to shareholders will be exercised in the near future,
thus providing capital for the Company and its growth plans. However, management cannot provide any assurances that the Company will
be successful in accomplishing any of its plans.
The
ability of the Company to continue as a going concern is dependent upon its ability to successfully accomplish the plans described in
the preceding paragraph and eventually secure other sources of financing and attain profitable operations. The accompanying consolidated
financial statements do not include any adjustments that might be necessary if the Company is unable to continue as a going concern.
On
March 11, 2020, the World Health Organization declared the outbreak of a coronavirus (COVID-19) a pandemic. As a result, economic uncertainties
have arisen which have the potential to negatively impact the Company’s ability to raise funding from the markets. Other financial
impacts could occur though such potential impacts are unknown at this time.
GLOBAL
TECH INDUSTRIES GROUP, INC.
Notes
to the Unaudited Condensed Consolidated Financial Statements
March
31, 2022
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 GT International, Inc. All subsidiaries of the
Company, other than TTI Strategic Acquisitions and Equity Group, Inc., currently have no financial activity. All significant
inter-company balances and transactions have been eliminated. The Bronx and My Retina acquisitions were rescinded effective January 1, 2022.
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, 2022 and December 31, 2021, $84,818 and $109,143 excess cash balances existed,
respectively.
D)
INCOME TAXES
The
Company applies ASC 740 which requires the asset and liability method of accounting for income taxes. The asset and liability method
require that the current or deferred tax consequences of all events recognized in the financial statements are measured by applying the
provisions of enacted tax laws to determine the amount of taxes payable or refundable currently or in future years. Deferred tax assets
are reviewed for recoverability and the Company records a valuation allowance to reduce its deferred tax assets when it is more likely
than not that all or some portion of the deferred tax assets will not be recovered.
ASC
740 requires recognition and measurement of uncertain tax positions using a “more-likely-than-not” approach, requiring the
recognition and measurement of uncertain tax positions. Deferred taxes are provided on a liability method whereby deferred tax assets
are recognized for deductible temporary differences and operating loss and tax credit carry forwards and deferred tax liabilities are
recognized for taxable temporary differences. Temporary differences are the differences between the reported amounts of assets and liabilities
and their tax bases. Deferred tax assets are reduced by a valuation allowance when, in the opinion of management, it is more likely than
not that some portion or all the deferred tax assets will to be realized. Deferred tax assets and liabilities are adjusted for the effects
of changes in tax laws and rates on the date of enactment.
E)
REVENUE RECOGNITION
The
Company had no revenues during the three months ended March 31, 2022 and 2021, however when revenues commence, the Company will recognize
revenues in accordance with ASC 606, “Revenue from Contracts with Customers.” Revenue is recognized per our contract with
our customers at a point of time when control of our products or services are transferred to our customers in an amount that reflects
the consideration the Company expects to be entitled to in exchange for those products, and after all our performance obligations have
been met. The Company currently has no consulting revenues with performance obligations of hours expended on various projects with our
customers pursuant to underlying contracts. If we subsequently determine that collection from any customer is not reasonably assured,
we record an allowance for doubtful accounts and bad debt expense for all that customer’s unpaid invoices and cease recognizing
revenue for continued services provided until cash is received.
GLOBAL
TECH INDUSTRIES GROUP, INC.
Notes
to the Unaudited Condensed Consolidated Financial Statements
March
31, 2022
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, 2022 and December 31, 2021.
Marketable
securities are reported at the quoted and listed market rates of the securities held at the period end.
GLOBAL
TECH INDUSTRIES GROUP, INC.
Notes
to the Unaudited Condensed Consolidated Financial Statements
March
31, 2022
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, 2022 and December 31, 2021:
SCHEDULE OF FAIR VALUE ASSETS AND LIABILITIES MEASURED ON RECURRING BASIS
| |
Level
1 | | |
Level
2 | | |
Level
3 | |
Marketable
Securities – March 31, 2022 | |
$ | 136,000 | | |
$ | -0- | | |
$ | -0- | |
Marketable
Securities – December 31, 2021 | |
$ | 163,000 | | |
$ | -0- | | |
$ | -0- | |
H)
BASIC AND DILUTED LOSS PER SHARE
The
Company calculates earnings per share in accordance with ASC 260, “Earnings Per Share.” Basic loss per share is computed
by dividing net income (loss) by the weighted-average number of shares of common stock outstanding during the period. Diluted earnings
(loss) per share gives effect to dilutive convertible securities, options, warrants and other potential common stock outstanding during
the period; only in periods in which such effect is dilutive. For September 30, 2021, there were 4,500,664 stock options outstanding,
however their effects were anti-dilutive. For September 30, 2020, there were no potentially dilutive securities to consider in the fully
diluted earnings per share calculation.
SCHEDULE OF BASIC AND DILUTED PER SHARE
| |
| | |
| |
| |
For
the Three Months Ended | |
| |
March
31, | |
| |
2022 | | |
2021 | |
Loss
(numerator) | |
$ | (1,228,372 | ) | |
$ | (675,742 | ) |
Shares
(denominator) | |
| 255,862,345 | | |
| 234,531,338 | |
Basic
and diluted loss per share | |
$ | (0.01 | ) | |
$ | (0.01 | ) |
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.
GLOBAL
TECH INDUSTRIES GROUP, INC.
Notes
to the Unaudited Condensed Consolidated Financial Statements
March
31, 2022
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, 2022 and December 31, 2021
amounted to $136,000 and $163,000, respectively. All realized and unrealized gains and losses are recorded in earnings. For the three
months ended March 31, 2022, the Company recorded a loss of $(27,000) which consisted of unrealized gains (losses) by marking to market,
the value of the shares held. For the three months ended March 31, 2021, the Company recorded unrealized gains of $68,000. 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
Depreciation
expense for the three months ended March 31, 2022 and 2021 was $893
and $268,
respectively.
Fixed
assets consist of the following:
SCHEDULE OF FIXED ASSETS
| |
March
31,
2022 | | |
December
31,
2021 | |
Equipment | |
$ | 5,000 | | |
$ | 100,167 | |
Furniture and fixtures | |
| 0 | | |
| 14,037 | |
Total
fixed assets | |
| 5,000 | | |
| 114,204 | |
Accumulated
Depreciation | |
| (4,018 | ) | |
| (1,601 | ) |
Net
fixed assets | |
$ | 982 | | |
$ | 112,603 | |
NOTE
5 LICENSES
GOLD
TRANSACTIONS NETWORK LICENSE
On
February 28, 2021, pursuant to a Stock Purchase Agreement (the “SPA”) between the Company and Gold Transactions International,
Inc. (GTI), the Company assumed a License Agreement held by GTI. The Company has not accounted for the acquisition of the license due
to a performance obligation that has not yet been met, but is disclosing the terms of the License due to the legal acquisition of the
license. The license provides access to a joint venture of companies (the “Network”), that buys gold from artisan miners
internationally, and provides transportation, assaying, refining and storage facilities in the DMCC, 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). These performance obligations
included in the SPA have until September 30, 2022 to be met, the Company has transferred the Company’s shares to an escrow account and reported the shares as issued but not outstanding.
DIGITAL
TRADING PLATFORM LICENSE
On
May 1, 2021, the Company entered an agreement with Alt 5 Sigma, Inc. (“Alt 5”), wherein Alt 5 licensed their Alt5Pro Digital
Asset Platform to the Company and created “Beyond Blockchain”, a digital asset trading platform to be used by the Company
and its shareholders and the public for trading digital assets. The Company paid $5,000 for the license and also pays a monthly hosting
fee to Alt 5, which is expensed as incurred. The term of the license is for 12 months with an automatic renewal for an additional 12
months. This asset was sold subsequent to March 31, 2022. Amortization expensed for the three months ended March 31, 2022 and 2021 is
$0 and $1,042, respectively.
SCHEDULE OF FINITE LIVED INTANGIBLE ASSETS
| |
March
31,
2022 | | |
December
31,
2021 | |
License
– Digital platform | |
$ | 5,000 | | |
$ | 5,000 | |
| |
| | | |
| | |
Total
licensed assets | |
$ | 5,000 | | |
$ | 5,000 | |
GLOBAL
TECH INDUSTRIES GROUP, INC.
Notes
to the Unaudited Condensed Consolidated Financial Statements
March
31, 2022
NOTE
6 – FINE ART
On
April 7, 2021, the Company executed a Contractor Agreement with Ronald Cavalier, an artist with galleries in Greenwich, CT, New York
City, Nantucket Island and Palm Beach, FL. Pursuant to this agreement, Mr. Cavalier has assisted the Company in acquiring 2 pieces of
art for eventual digitization as a Non Fungible Token (NFT). On April 23, 2021, the Company purchased an original Picasso: “Quatre
Femmes Nues Et Tete Sculptee”, which was executed in 1934 on Montval laid paper and published by A. Vollard, Paris in 1939. The
Company paid $35,940 for this piece of fine art.
On
June 4, 2021, the Company purchased another piece of fine art, an Andy Warhol gelatin silver print of Bianca Jagger on a white horse
taken by Warhol at the famed Studio 54 (the “Warhol Print”) for $31,905. The Company intends to digitalize both pieces of
fine art and issue an NFT to shareholders as a dividend, therefore, the fine art has been characterized as an other asset-not purchased
for re-sale, but rather to be held for the long term.
NOTE
7 - RELATED PARTY TRANSACTIONS
Due
to Related Parties
Due
to related parties consists of cash advances and expenses paid by Mr. Reichman in order to satisfy the expense needs of the Company.
The payables and cash advances are unsecured, due on demand and do not bear interest. During the three months ended March, 2022 and 2021,
Mr. Reichman advanced $258,887
and $51,615,
respectively, and was repaid $339,955
and $0,
respectively. At March 31, 2022 and December 31, 2021, the amounts owed to Mr. Reichman are $80,060
and $161,128,
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, 2022 and 2021. The accrued wages for the three months ended March 31, 2022 and 2021 are $147,500
and $147,500, respectively. The balance of accrued wages due to the officers at March 31, 2022 and December 31, 2021, are $737,500 and
$590,000, respectively.
NOTE
8 - NOTES PAYABLE
(a)
NOTES PAYABLE IN DEFAULT:
Notes
payable in default consist of various notes bearing interest at rates from 5% to 9%, which are unsecured with original due dates between
August 2000 and December 2016. All the notes are unpaid to date and are in default and are thus classified as current liabilities. At
March 31, 2022 and December 31, 2021, notes payable in default amounted to $871,082 and $871,082, respectively. Accrued interest on the
notes in default at March 31, 2022 and December 31, 2021 are $388,206 and $376,007, 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.
GLOBAL
TECH INDUSTRIES GROUP, INC.
Notes
to the Unaudited Condensed Consolidated Financial Statements
March
31, 2022
None
of the above notes are convertible or have any covenants.
(b)
Additional detail to all Notes Payable in Default is as follows:
SCHEDULE OF NOTES PAYABLE
March
31, 2022 | | |
December
31, 2021 | | |
Interest | | |
Interest
Expense | | |
| |
Principal | | |
Principal | | |
Rate | | |
3/30/2022 | | |
3/31/2021 | | |
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 | % | |
| 305 | | |
| 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, 2022 and December 31, 2021, accrued interest on the outstanding notes payable (default and current) were $388,206 and $376,007,
respectively and related party notes was $0 and $0, respectively. Interest expense on the outstanding notes amounted to $12,199 and $12,199
for the three months ended March 31, 2022, and 2021 including the imputed interest discussed below.
(c)
CONVERTIBLE DEBENTURE:
On
November 27, 2020, the Company executed a convertible debenture with a corporation in the amount of $74,800, 10% interest per annum,
unsecured, due on November 27, 2021. The debenture included a conversion right to be exercised at any time 180 days after execution of
the note and was convertible into common stock of the Company at 75% of the market price, being calculated as the lowest three trading
prices during the fifteen 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. The Company
prepaid the debenture in February 2021, it incurred a 20%
pre-payment penalty, and expensed the OID in full during 2020.
GLOBAL
TECH INDUSTRIES GROUP, INC.
Notes
to the Unaudited Condensed Consolidated Financial Statements
March
31, 2022
(d)
NOTES
On
July 20, 2021, the Company received cash from an individual in the amount of $100,000
as a loan bearing interest at 5%,
with a term of 12 months
of the date received. At March 31, 2022 and 2021, accrued interest on this note totals $4,184
and $2,684,
respectively.
On
August 6, 2021, the Company received cash from an individual in the amount of $100,000
as a loan bearing interest at 5%,
with a term of 12 months
of the date received. At March 31, 2022 and 2021, accrued interest on this note totals $3,904
and $2,404,
respectively.
On
December 31, 2021 and March 30, 2022, the Company received cash from an individual in the amount of $722,000 and $50,000
as a loan bearing interest at 6%,
with a term of 12 months of the date
received. At March 31, 2022 and 2021, accrued interest on this note totals $0
and $0,
respectively.
(e)
Additional detail to all Notes Payable is as follows:
SCHEDULE OF NOTES PAYABLE
March
31, 2022 | | |
December
31, 2021 | | |
Interest | | |
Interest
Expense | | |
| |
Principal | | |
Principal | | |
Rate | | |
3/31/2022 | | |
12/31/2021 | | |
Maturity | |
$ | 100,000 | | |
| 100,000 | | |
| 5.00 | % | |
| 1,500 | | |
| 2,684 | | |
| 7/20/22 | |
| 100,000 | | |
| 100,000 | | |
| 5.00 | % | |
| 1,500 | | |
| 2,404 | | |
| 8/6/22 | |
| 722,000 | | |
| 0 | | |
| 6.00 | % | |
| 43,320 | | |
| 0 | | |
| 12/31/22 | |
| 50,000 | | |
| 0 | | |
| 6.50 | % | |
| 0 | | |
| 0 | | |
| 03/30/23 | |
(f)
IMPUTED INTEREST
During
the three months ended March 31, 2022 and 2021, 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.
NOTE 9 – COMMITMENTS AND CONTINGENCIES
The Company has
agreed to make yearly contributions of 250,000 for each of the next three years to support Neurosurgery to an accredited school with
a 501(c)(3) tax designation.
NOTE
10 - STOCKHOLDERS’ EQUITY (DEFICIT)
ISSUANCES
OF COMMON STOCK
During
the three months ended March 31, 2022 and 2021, the Company issued 533,399
and 10,500,000
shares of common stock with a fair market
value of $863,108
and $471,000,
respectively, for services rendered. The services
performed during the quarter were, legal, IR services, IT and consulting services for art procurement, medical advisory and service related
to a 501c charitable organization. All services performed were from outside, unrelated third parties.
GLOBAL
TECH INDUSTRIES GROUP, INC.
Notes
to the Unaudited Condensed Consolidated Financial Statements
March
31, 2022
In
the first quarter of 2022 the major components, 131,923 shares
were issued were for professional services to continue operating efforts and 250,000 shares for donations fair market value of
$715,473, 250,000 shares
were issued for donations fair market value of $410,000.
In 2021 6,000,000 shares
of common stock valued at $6,000,000 was
issued and held in escrow for a stock purchase agreement of Gold Transactions international, Inc. and 4,500,000 shares
were issued for professional services valued at $471,000.
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 |
Stock
option activity for the three months ended March 31, 2022 are as follows:
SCHEDULE OF STOCK OPTION
| |
| | |
Weighted | | |
Weighted | | |
| |
| |
| | |
Average | | |
Average | | |
Aggregate | |
| |
| | |
Exercise | | |
Remaining | | |
Intrinsic | |
| |
Shares | | |
Price | | |
Term | | |
Value | |
Outstanding
at December 31,2021 | |
| 4,500,664 | | |
$ | .01 | | |
| 1
yr | | |
$ | 427,563 | |
| |
| | | |
| | | |
| | | |
| | |
Granted | |
| - | | |
| - | | |
| - | | |
| - | |
Exercised | |
| - | | |
| - | | |
| - | | |
| - | |
Forfeited | |
| - | | |
| - | | |
| - | | |
| - | |
Outstanding
at March 31, 2022 | |
| 4,500,664 | | |
$ | .01 | | |
| .75
yrs | | |
$ | 427,563 | |
GLOBAL
TECH INDUSTRIES GROUP, INC.
Notes
to the Unaudited Condensed Consolidated Financial Statements
March
31, 2022
WARRANTS
On
March 22, 2021, GTII entered into a warrant agreement with Liberty Stock Transfer Agent (“Liberty”), whereby Liberty agreed
to act as GTII’s warrant agent in its offering of warrants to GTII’s shareholders (each, a “Warrant”). All shareholders
of record on April 1, 2021, were issued 0.10 of a Warrant per share of Common Stock held of record by such holder. This agreement created
23,364,803 warrants to the shareholders of the Company as a dividend valued at $57,689,800, and recorded as a decrease in retained earnings
with the offsetting entry to paid in capital. The Warrants were issued on April 8, 2021. Each full Warrant shall be exercisable into
one share of GTII’s common stock at an exercise price of $2.75. The Warrants shall expire on April 8, 2023. Manhattan Transfer
Registrar Co. shall act as co-agent with Liberty. On July 27, 2021, the Company filed an Amended Registration Statement to register the
warrants to be free trading when exercised.
SCHEDULE OF WARRANTS ISSUANCE OF FAIR VALUE ASSUMPTIONS
| |
2021
Warrants
| |
Assumptions: | |
| | |
Assumptions
applicable to stock options issued | |
| | |
Risk-free
interest rate | |
| .25-
% | |
Expected
lives (in years) | |
| 2- | |
Expected
stock volatility | |
| 266-
% | |
Dividend
yield | |
| - | |
Warrant
transactions are as follows:
SCHEDULE OF WARRANTS
| |
| | |
Weighted | | |
Weighted | | |
| |
| |
| | |
Average | | |
Average | | |
Aggregate | |
| |
| | |
Exercise | | |
Remaining | | |
Intrinsic | |
| |
Shares | | |
Price | | |
Term | | |
Value | |
Outstanding
at January 1, 2021 | |
| 23,364,803 | | |
$ | 2.75 | | |
| 2.0
yrs | | |
$ | 57,689,800 | |
Granted | |
| - | | |
| - | | |
| - | | |
| (8,471 | ) |
Exercised | |
| (3,080 | ) | |
| 2.75 | | |
| - | | |
| - | |
Forfeited | |
| - | | |
| - | | |
| - | | |
| - | |
Outstanding
at December 31, 2021 | |
| - | | |
$ | - | | |
| - | | |
$ | - | |
| |
| | | |
| | | |
| | | |
| | |
Granted | |
| 23,361,723 | | |
| 2.75 | | |
| 1.25
yrs | | |
$ | 57,681,330 | |
Exercised | |
| - | | |
| - | | |
| - | | |
| - | |
Forfeited | |
| - | | |
| - | | |
| - | | |
| - | |
Outstanding
at March 31, 2022 | |
| 23,361,723 | | |
$ | 2.75 | | |
| 1.00
yrs | | |
$ | 57,681,330 | |
OTHER
During
the three months ended March 31, 2022 and 2021, the Company recorded imputed interest on a non-interest-bearing note in the amount of
$3,360 and $3,360, respectively, as an increase in additional paid in capital (see Note 8).
GLOBAL
TECH INDUSTRIES GROUP, INC.
Notes
to the Unaudited Condensed Consolidated Financial Statements
March
31, 2022
NOTE
11 - LEGAL ACTIONS
On
December 30, 2016, the Company executed a stock purchase agreement (the “Agreement”), which was signed and closed in Hong
Kong, with GoFun Group, Ltd. through its wholly owned subsidiary Go F & B Holdings, Ltd. GoFun Group, Ltd. is a privately held company
running a casual dining restaurant business, based in Hong Kong. Subsequent to the agreement being
signed, GoFun Group failed to substantially perform under the agreement, including, but not limited to providing audited financials of
its assets, making the ongoing payments called for in the agreement, along with other matters that led Global Tech to initiate litigation
in the United States. Currently, Global Tech and GoFun are litigating the matter in the U.S District Court for the Southern District
of New York, Docket No.17-CV-03727. On October 2, 2019, the Company was able to secure, via preliminary settlement, the return
of 43,649,491 shares of the Company’s stock out of the original 50,649,491 that were issued in good faith to GoFun in anticipation
of a final stock exchange. That stock has been returned to the Company’s treasury and cancelled. On May 14, 2021, the Superior
Court of New Jersey, Chancery Division: Monmouth County (docket no. PAS-MON-C-60-21) issued an order restraining the removal of restrictive
legends on the remaining 7,000,000 shares of stock, pending further order of the New Jersey Court. The underlying matter currently in
the U.S. district Court for the Southern District of New York, remains pending.
On
March 17, 2021, the Company filed an action against Pacific Technologies Group, Inc., Rollings Hills Oil and Gas Inc., Demand Brands,
Inc., Innovativ Media Group, Inc., Tom Coleman, and Bruce Hannan, in the Supreme Court of the State of New York, County of New York (Index
No. 651771/2021), alleging fraud, rescission and cancellation of a written instrument, unconscionability, breach of contract, breach
of good faith and fair dealing, unjust enrichment, and civil conspiracy. The action stems from a stock purchase agreement entered into
by the Company and Pacific Technologies Group, Inc. (then known as Demand Brands, Inc.) on October 16, 2018. On May 22, defendants filed
a motion seeking additional time to answer. As of March 31, 2022, no ruling on that motion has been entered.
On
August 16, 2021, the Company filed an action against David Wells, in the United States District Court for the Southern District of New
York (Case 1:21-cv-06891) seeking injunctive relief and relinquishment of 150,000
shares held in the name of David Wells. As of
December 31, 2021, David Wells has not yet filed an answer to the Company’s complaint. On November 11, 2021, David Wells filed
an action against GTII in the United States District Court for the District of Nevada,(Case 2:21-cv-02040) claiming a violation of the
duty to register transfer of shares. As of March 31, 2022, the parties are engaged in briefing jurisdictional motions.
On
August 24, 2021, the Company filed an application for a temporary restraining (“TRO”) order in the Superior Court of New
Jersey, Chancery Division: Monmouth County (Docket No.: Mon-C-132-21) seeking to restrain Liberty Stock Transfer, Inc. from removing
restrictive legends from 6,000,000 shares of Company stock held in the name of International Monetary, as well as from transferring said
shares. The Court granted the TRO effective until September 28, 2021. On September 28, 2021, the Court declined to issue any further
restraints.
In
the interim, on September 16, 2021, International Monetary filed an action against the Company in Clark County, Nevada (Case No: A-21-841175-B)
alleging breach of contract and breach good faith and fair dealing, as well as a request for declaratory relief, and temporary restraining
order and preliminary injunction. On September 30, 2021, the Company filed a notice of removal of the action to the United States District
Court for the District of Nevada (Case 2:21-cv-01820), as well as a request for a temporary restraining order enjoining International
Monetary from taking any action to remove the restrictive legend shares from Company shares held in its name. On October 14, 2021, International
Monetary filed a motion to strike the petition for removal. As of March 31, 2022, no ruling on that motion has been entered.
NOTE
12 – SUBSEQUENT EVENTS
The
Company has evaluated events subsequent to the balance sheet through the date the financial statements were issued and noted the following
events requiring disclosure:
On
April 19, 2022 the Company closed the sale of its Beyond Block Chain Business. Included in the terms of the sale was cash payment of
$25,000, and a continuing 10% interest from Parabolic Technologies which will be distributed in the form of a proprietary token. The
assets sold are still included in this quarterly filing.
On May 9, 2022, the company declared and began
distribution of a dividend to its shareholders as of May 9, 2022 in the form of a digital token, which can be traded on various cryptocurrency
platforms, including trade.beyondblockchain.us.
The
Company is in ongoing discussions to unwind the recently completed acquisition of Bronx Eye Care and My Retina. While there are
no definitive terms yet both sides agree that this would be the best course of action moving forward and would be effective January 1,
2022. As the result of this the Company did not include the results of Bronx Eye Care and My Retina’s results of operations
or assets and liabilities in this filing.
Through
May 9, 2022 the company has issued 797,457
shares of common stock for financing and operating purposes.