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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

 

FORM 10-Q

 

(Mark One)

 

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

 

For Quarterly Period Ended

September 30, 2023

 

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   90-1604380

(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 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 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 Smaller reporting company
      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

 

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

 

As of November 13, 2023, there were 368,045,125 shares of common stock outstanding.

 

 

 

 

 

 

TABLE OF CONTENTS

 

    Pages
PART I. FINANCIAL INFORMATION 3
     
Item 1. Financial Statements 3
     
  Unaudited Condensed Consolidated Balance Sheets as of September 30, 2023, and December 31, 2022. 3
     
  Unaudited Condensed Consolidated Statements of Operations for the Three and Nine months Ended September 30, 2023, and 2022. 4
     
  Unaudited Condensed Consolidated Statements of Stockholders’ Equity (Deficit) for the Nine months ended September 30, 2023, and 2022. 5
     
  Unaudited Condensed Consolidated Statements of Cash Flows for the Nine months ended September 30, 2023, and 2022. 6
     
  Notes to Unaudited Condensed Consolidated Financial Statements 7
     
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations 15
     
Item 3. Quantitative and Qualitative Disclosures About Market Risk 18
     
Item 4. Controls and Procedures 18
     
PART II. OTHER INFORMATION 19
     
Item 1. Legal Proceedings 19
     
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds 20
     
Item 3. Defaults Upon Senior Securities 20
     
Item 5. Other Information 20
     
Item 6. Exhibits 20
     
SIGNATURES 21

 

2

 

 

PART I. FINANCIAL INFORMATION

 

ITEM 1. FINANCIAL STATEMENTS

 

GLOBAL TECH INDUSTRIES GROUP, INC.

Consolidated Balance Sheets

(Unaudited)

 

   September 30,   December 31, 
   2023   2022 
ASSETS          
CURRENT ASSETS          
Cash and cash equivalents  $2,849,595   $3,320,164 
Marketable securities   27,000    36,000 
           
Total Current Assets   2,876,595    3,356,164 
           
PROPERTY, PLANT & EQUIPMENT          
Fixed Assets (net)   -    803 
Total Property. Plant and Equipment   -    803 
           
OTHER ASSETS          
License   14,990,277    14,990,277 
           
Total Other Assets   14,990,277    14,990,277 
           
TOTAL ASSETS  $17,866,871   $18,347,244 
           
LIABILITIES AND STOCKHOLDERS’ EQUITY (DEFICIT)          
           
CURRENT LIABILITIES          
Accounts payable and accrued expenses  $209,078   $952,507 
Accounts payable and accrued expenses-related parties   1,997,151    1,551,208 
Accrued interest payable   4,899    416,774 
Notes payable in default   -    871,082 
Due to related parties   -    - 
Notes payable   435,000    80,000 
Current portion of long-term debt   180,000    180,000 
           
Total Current Liabilities   2,826,128    4,051,571 
           
LONG TERM LIABILITIES          
           
Long-term operating lease liabilities   -    - 
Note Payable   4,788,177    4,788,177 
           
Total Long-term liabilities   4,788,177    4,788,177 
           
Total Liabilities   7,614,304    8,839,748 
           
STOCKHOLDERS’ EQUITY          
Preferred stock, par value $.001, 50,000 authorized, 1,000 issued and outstanding   1    1 
Common stock, par value $0.001 per share, 750,000,000 shares authorized; 367,847,125 (including 20,000,000 shares held in escrow) 262,251,320 issued and 347,847,125 and 262,251,320 outstanding, respectively at 9/30/23 and 12/31/22   347,846    262,251 
Additional paid-in-capital   337,646,675    256,976,102 
Accumulated (Deficit)   (327,741,955)   (247,730,858)
           
Total Stockholders’ Equity   10,252,567    9,507,496 
           
TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY  $17,866,871   $18,347,244 

 

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 and Nine Months Ended 
   September 30, 
   2023   2022   2023   2022 
                 
REVENUES, net  $-   $-   $-   $- 
                     
OPERATING EXPENSES                    
                     
General and administrative   70,077    67,516    270,646    252,906 
Compensation and professional fees   1,442,729    1,038,236    64,413,406    2,193,213 
Charitable Donations   570,000    372,500    17,430,000    1,155,000 
Depreciation   267    267    803    1,428 
                     
Total Operating Expenses   2,083,073    1,478,519    82,114,855    3,602,547 
                     
OPERATING LOSS   (2,083,073)   (1,478,519)   (82,114,855)   (3,602,547)
OTHER INCOME (EXPENSES)                    
                     
Unrealized Gain/(Loss) on sale of marketable securities   (1,000)   (42,000)   (9,000)   (105,000)
Settlement Fees   -    (275,000)   -    (275,000)
Gain/(loss) on sale of assets   -    -    50,000    22,291 
Gain on settlement of debt   -    -    -    28,150 
Debt forgiveness   2,092,272    -    2,092,272    - 
Interest income   -    -    -    1,500 
Interest expense   (1,500)   (12,109)   (29,514)   (82,925)
                     
Total Other Income (Expenses)   2,089,772    (329,109)   2,103,758    (410,984)
                     
LOSS BEFORE INCOME TAXES   6,699    (1,807,628)   (80,011,097)   (4,013,531)
                     
INCOME TAX EXPENSE   -    -    -    - 
                     
COMPREHENSIVE LOSS  $6,699   $(1,807,628)  $(80,011,097)  $(4,013,531)
                     
BASIC AND DILUTED LOSS PER SHARE  $0.00   $(0.01)  $(0.23)  $(0.02)
                     
WEIGHTED AVERAGE NUMBER OF                    
                     
SHARES OUTSTANDING, BASIC AND DILUTED   325,219,420    257,674,524    345,989,688    256,896,506 

 

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)

For the Nine Months Ended September 30, 2023, and 2022 (Unaudited)

 

   Shares   Amount   Shares   Amount   Capital   (Deficit)   Equity 
   Preferred Stock   Common Stock   Additional   Retained   Total 
   Shares   Amount   Shares   Amount   Capital   (Deficit)   Equity 
                             
Balance, December 31, 2021   1,000   $1    255,790,585   $255,791   $235,151,209   $(234,155,911)  $1,251,090 
Common stock issued for services             1,665,557    1,665    2,377,231         2,378,896 
Common stock issued for charitable donations             250,000    250    409,750         410,000 
Reversal of acquisition                       (4,346,000)   18,255    (4,327,745)
Proceeds from exercise of warrants                       8,875         8,875 
Escrow release from acquisition                       10,018,085         10,018,085 
Common stock issued for notes payable, accrued interest, and accrued expenses             672,457    672    1,074,405         1,075,077 
Imputed interest – loan                       10,080         10,080 
Net loss for the nine months ended September 30   -       -           -    -         (4,013,531)   (4,013,531)
Balance, September 30, 2022   1,000   $1    258,378,599   $258,378   $244,703,635   $(238,151,187)  $6,810,827 
                                    
                                    
Balance, December 31, 2022   1,000   $1    262,251,320   $262,251   $256,976,102   $(247,730,858)  $9,507,496 
Common stock issued for services             42,818,944    42,818    63,276,630         63,319,448 
Common stock issued for charitable donations             11,750,000    11,750    17,418,250         17,430,000 
Stock dividend             31,026,861    31,027#   (31,027)        0 
Imputed interest – loan                       6,720         6,720 
Net loss for the nine months ended September 30   -    -    -    -         (80,011,097)   (80,011,097)
Balance, September 30, 2023   1,000   $1    347,847,125   $347,846   $337,646,675   $(327,741,955)  $10,252,567 

 

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 Nine Months Ended 
   September 30, 
   2023   2022 
         
CASH FLOWS FROM OPERATING ACTIVITIES          
           
Net loss  $(80,011,097)  $(4,013,531)
Adjustments to reconcile net loss to net cash used in operating activities (net of acquisition):          
Depreciation   803    1,428 
Stock issued for services   80,749,448    2,788,896 
Imputed interest on loan   6,720    10,080 
Gain on debt conversion   -    (28,150)
Gain on asset sales   (50,000)   (22,291)
Debt forgiveness   (2,092,272)   - 
Loss on marketable securities   9,000    105,000 
Change in operating assets and liabilities          
Increase(Decrease) in accounts payable and accrued expenses   43,707    290,840 
Increase in accounts payable and accrued expenses-related parties   445,943    591,328 
Increase(Decrease) in accrued interest payable   22,178    72,759 
           
Net Cash Used in Operating Activities   (875,570)   (203,641)
           
CASH FLOWS FROM INVESTING ACTIVITIES          
           
Cash returned in acquisition reversal BEC   -    (183,933)
Cash acquired in GTI acquisition from license acquisition   -    2,373 
Cash from sale of assets   50,000    25,000 
           
Net Cash Provided by (Used in) Investing Activities   50,000    (156,560)
           
CASH FLOWS FROM FINANCING ACTIVITIES          
Proceeds from shareholder advance   -    - 
Proceeds from note payable   355,000    50,000 
Proceeds from warrants        8,875 
Payments to officers and directors   -    (126,878)
Proceeds from officers and directors   -    350,000 
           
Net Cash Provided by Financing Activities   355,001    281,997 
           
INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS   (470,569)   (78,203)
           
CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD   3,320,164    359,143 
           
CASH AND CASH EQUIVALENTS, END OF PERIOD  $2,849,595   $280,940 
           
SUPPLEMENTAL DISCLOSURES:          
           
Cash paid for interest  $-   $- 
Cash paid for income taxes  $-   $- 
           
NON-CASH INVESTING AND FINANCING ACTIVITIES:          
           
Stock dividend  $31,027   $- 
Debt converted to stock  $-   $1,075,077 
Stock issued for asset acquisition  $-   $10,018,085 

 

The accompanying notes are an integral part of these audited consolidated financial statements.

 

6

 

 

GLOBAL TECH INDUSTRIES GROUP, INC.

Notes to the Unaudited Condensed Consolidated Financial Statements

 

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 as of September 30, 2023, and the results of operations and cash flows for the three, six, and nine 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, 2022. The results of operations for the period ended September 30, 2023, are not necessarily indicative of the operating results for what will be the full year ended December 31, 2022.

 

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 U.S. GAAP 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 revenue 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. 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.

 

7

 

 

GLOBAL TECH INDUSTRIES GROUP, INC.

Notes to the Unaudited Condensed Consolidated Financial Statements

 

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, TTI Strategic Acquisitions and Equity Group, Inc, Classroom Salon Holdings, LLC, Gold Transactions International, Inc. and GT International, Inc. All significant inter-company balances and transactions have been eliminated.

 

B) USE OF MANAGEMENT’S ESTIMATES

 

The preparation of financial statements in conformity with U.S. GAAP 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. On September 30, 2023 and December 31, 2022, $2,849,595 and $3,320,164 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.

 

8

 

 

GLOBAL TECH INDUSTRIES GROUP, INC.

Notes to the Unaudited Condensed Consolidated Financial Statements

 

E) REVENUE RECOGNITION

 

The Company had no revenues during the three and nine months ended September 30, 2023 and 2022, 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.

 

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., which is expensed over the requisite service period.

 

G) FAIR VALUE OF FINANCIAL INSTRUMENTS

 

The Company follows ASC 820, “Fair Value Measurements,” which 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 September 30, 2023, and December 31, 2022.

 

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

 

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 September 30, 2023 and December 31, 2022:

  

   Level 1   Level 2   Level 3 
Marketable Securities – September 30, 2023  $27,000   $-0-   $-0- 
Marketable Securities – December 31, 2022  $36,000   $-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 and there were no potentially dilutive securities to consider in the fully diluted earnings per share calculation.

  

           
   For the Three Months Ended 
   September 30, 
   2023   2022 
Loss (numerator)  $6,699   $(1,807,628)
Shares (denominator)   325,219,420    257,674,524 
Basic and diluted loss per share  $0.00   $(0.01)

 

For the nine ended September 30, 2023, and 2022, and there were no potentially dilutive securities to consider in the fully diluted earnings per share calculation.

 

           
   For the Nine Months Ended 
   September 30, 
   2023   2022 
Loss (numerator)  $(80,011,097)  $(4,013,531)
Shares (denominator)   345,989,688    256,896,506 
Basic and diluted loss per share  $(0.23)  $(0.02)

 

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) MARKTABLE 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.

 

K) LONG LIVED ASSETS

 

The Company evaluates its long-lived assets in accordance with FASB ASC 350, “Intangibles-Goodwill and Other,” and FASB ASC 360, “Property, Plant, and Equipment.” Long-lived assets held and used by the Company are reviewed for impairment whenever events or changes in circumstances indicate that their net book value may not be recoverable. When such factors and circumstances exist, the Company compares the projected undiscounted future cash flows associated with the related asset or group of assets over their estimated useful lives against their respective carrying amounts. Impairment, if any, is based on the excess of the carrying amount over the fair value of those assets and is recorded in the period in which the determination was made.

 

10

 

 

GLOBAL TECH INDUSTRIES GROUP, INC.

Notes to the Unaudited Condensed Consolidated Financial Statements

 

NOTE 3 - MARKETABLE SECURITIES

 

The Company has acquired various shares of Marketable Securities. During the nine months ended September 30, 2023, the Company recorded a loss of $(9,000) which consisted of unrealized gains (losses) by marking to market, the value of the shares held. For the nine months ended September 30, 2022, the Company recorded an unrealized loss of $(105,000). 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 nine months ended September 30, 2023, and 2022 was $803 and $1,428, respectively.

 

Fixed assets consist of the following:

  

  

September 30,

2023

  

December 31,

2022

 
Equipment  $3,214   $3,214 
Furniture and fixtures   -    - 
Total fixed assets   3,214    3,214 
Accumulated Depreciation   (3,214)   (2,411)
Net fixed assets  $0   $803 

 

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 purchased 100% of the stock of GTI and assumed its sole asset a License Agreement held by GTI. The exclusive license (“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 DMCC1, 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 percentage (%) 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 were exchanged for 6,000,000 shares of the Company’s common stock (acquisition date fair value was $10,018,085). This transaction closed in the second quarter of 2022. As per the table below the License asset was valued at $14,990,277 net of additional liabilities as per table below recorded on the closing date of the transaction May 25, 2022.

 

The acquisition of GTI is being treated as an asset purchase and not business combination per ASC 805 as substantially all of the assets acquired are concentrated in a single identifiable asset. The following table summarizes the consideration transferred to acquire GTI and the amount of identified assets, and liabilities assumed at the acquisition date.

 

Recognized amounts of identifiable assets acquired and liabilities assumed:

   

      
Cash and cash equivalents  $2,373 
License (including intangibles)   14,990,277 
Trade payables   (6,388)
Note payable   (4,968,177)
      
Total identifiable net assets  $10,018,085 

 

11

 

 

GLOBAL TECH INDUSTRIES GROUP, INC.

Notes to the Unaudited Condensed Consolidated Financial Statements

 

NOTE 6 - RELATED PARTY TRANSACTIONS

 

Accrued Payables and Accrued Expenses – Related Parties

 

Related party payables and accrued expenses totaled $1,997,151 and $1,551,208 on September 30, and December 31, 2022. These totals are detailed as follows:

 

Due to related parties advances consists of cash advances and expenses paid by Mr. Reichman to satisfy the expense needs of the Company. The payables and cash advances are unsecured, due on demand and do not bear interest. As of September 30, 2023, and December 31, 2022, these amounts totaled $58,204 and $270,649.

 

The accrued officer wages for the three months ended September 30, 2023, and 2022 are $200,000 and $137,000, respectively. The balance of accrued wages due to the officers on September 30, 2023, and December 31, 2022, are $1,832,500 and $1,232,500, respectively. Additionally, there is an expense account due to Mr. Reichman in total of $93,059 and $48,059 on September 30, 2023, and December 31, 2022.

 

12

 

 

GLOBAL TECH INDUSTRIES GROUP, INC.

Notes to the Unaudited Condensed Consolidated Financial Statements

 

NOTE 7 - NOTES PAYABLE

 

(c) NOTES PAYABLE

 

On November 29, 2022, the Company received cash from an individual in the amount of $50,000 as a loan bearing interest at 5%, with a term of 12 months of the date received. On September 30, 2023, accrued interest on this note totaled $2,521 respectively.

 

On December 5, 2022, the Company received cash from an individual in the amount of $30,000 as a loan bearing interest at 5%, with a term of 12 months of the date received. On September 30, 2023, accrued interest on this note totaled $1,478, respectively.

 

On January 1, 2023, the Company had legal fees paid directly from an individual in the amount of $20,000 as a loan bearing interest at 5%, with a term of 12 months of the date received. On September 30, 2023, accrued interest on this note totaled $900, respectively.

 

In connection with the acquisition of the License Agreement, the Company executed a Promissory Note in the amount of $5,044,610, bears interest at 2.168%, is payable quarterly in graduating amounts over a 5-year period and is unsecured. On December 31, 2020, the Note Holder agreed to delay the interest accrual until 2023 and delayed the quarterly installments. As of September 30, 2023, the balance on this loan was $4,968,177.

 

The Company has debt obligations on the note as follows:

  

Year Due  Amount 
     
2024   187,388 
2025   487,480 
2026   794,133 
2027   1.107.489 
Thereafter   2,391,687 
      
Total   4,968,177 

 

NOTE 8 - STOCKHOLDERS’ EQUITY (DEFICIT)

 

ISSUANCES OF COMMON STOCK

 

During the nine months ended September 30, 2023, the Company issued 89,468,526 shares of common stock with a fair market value of $80,749,448 for services rendered. Directors were issued 37,060,714 shares with a total value of $55,195,071 to related parties. A total of 9,630,951 shares issued for services performed during the period including legal, IR services, IT and consulting services valued at $8,124,377. Medical advisory and service related to a 501c charitable organization received 11,750,000 shares valued at $17,430,000. All non director services performed were from outside, unrelated third parties. The Company issued 31,026,861 shares of common stock as a stock dividend on April 29,2023.

 

During the nine months ended September 30, 2022, the Company issued 2,588,014 shares of common stock with a fair market value of $2,786,981. 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.

 

13

 

 

GLOBAL TECH INDUSTRIES GROUP, INC.

Notes to the Unaudited Condensed Consolidated Financial Statements

 

NOTE 9 – LEGAL ACTIONS

 

On December 30, 2016, the Company executed a stock purchase agreement (the “HK SPA”), 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 HK SPA 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. Global Tech and GoFun litigated 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 was 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. Subsequently, the Company and GoFun mutually agreed to resolve the matter and as of the date of this filing, the matter has been resolved among all the parties. ..

 

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, counsel for the Company accepted previously-issued shares as full payment for all legal work, expenses, costs, and other fees.

 

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. On November 23, 2021, the defendants filed a venue-related procedural motion to dismiss. On January 21, 2022, the Company submitted its opposition to said motion, and on February 11, 2022, defendants filed their affirmation in reply. To date, no decision on that motion has been entered by the Court.

 

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 had not 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 December 31, 2021, the parties were engaged in briefing jurisdictional motions. As of the date of this filing, the David Wells matter has been primarily resolved, with a few minor issues still open between the parties. It is anticipated that the open issues, which are primarily administrative, will be closed within the few weeks.

 

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 December 31, 2021, no ruling on that motion had been entered. On November 3, 2022, the Company entered into a settlement agreement with two separate private lenders, which provided for the settlement of all disputes and claims of the parties, including those arising in connection with the lenders’ loans to the Company (the “Settlement Agreement”). The transactions under the Settlement Agreement closed on November 8, 2022.

 

On January 28, 2023, the board authorized management to issue 227,284 shares of the Company’s common stock, restricted by Rule 144, to International Monetary in keeping with the previously signed settlement agreement.

 

NOTE 10 – SUBSEQUENT EVENTS

 

On October 29, 2023 the Company lifted the restriction from the 10% stock dividend shares that were issued to shareholders of record on April 15, 2023 through a blanket legal opinion filed with Liberty Stock Transfer Co., Inc.

 

As of November 13,2023, the acquisition shares for the AI Commerce shares acquisition have been issued and are currently being held in escrow.

 

14

 

 

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) failure to commercialize our technology or to make sales;
   
e) decline in demand for our products and services;
   
f) Rapid adverse changes in markets;
   
g) litigation with or legal claims and allegations by outside parties against GTII, including but not limited to challenges to intellectual property rights; and
   
h) insufficient revenues to cover operating costs.

 

15

 

 

General 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.

 

The Company was incorporated in 1980 under the laws of the State of Nevada under the name of Western Exploration, Inc. 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, 2016, Tree Top Industries, Inc. changed its name to Global Tech Industries Group, Inc. TTI Strategic Acquisitions and Equity Group, Inc., G T International, Inc., Classroom Salon Holdings, LLC , and Gold Transactions International, Inc. continue to exist as subsidiaries of the Company. Not all subsidiaries are active.

 

On March 17, 2021, the Company’s Board of Directors approved the distribution of Warrants to holders of its common stock to purchase additional shares of stock. On March 22, 2021, Global Tech Industries Group, Inc., (“GTII”) a Nevada corporation, entered into a warrant agreement with Liberty Stock Transfer Agent (“Liberty”), whereby Liberty agreed to act as GTII’s warrant agent in its distribution of warrants to the Company’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; however, no fractional Warrants were issued. The Warrants were issued on or about April 8, 2021. On August 27, 2021, the SEC deemed effective the Company’s registration statement on Form S-1, registering the shares of common stock underlying the warrants. Each full Warrant was exercisable into one share of GTII’s common stock at an exercise price of $2.75. The Warrants expired on April 8, 2023. Manhattan Transfer Registrar Co. acted as co-agent with Liberty. The Warrants did not have a cashless exercise provision.

 

On June 28, 2021, the Company increased its authorized shares of common stock to 550,000,000.

 

On May 26, 2022, the Company increased its authorized shares of common stock to 750,000,000.

 

On September 5, 2022, Michael Valle, a member of the board of directors of GTII, died of natural causes. The board is actively looking for a replacement board member.

 

On January 12, 2023, the Company signed a second extension letter to the Stock Purchase Agreement, signed with Wildfire Media Corp, (“Wildfire”) on September 14, 2022, extending the deadline to March 31, 2023.

 

On January 30, 2023, the Company signed an extension to the LOI, signed with CREATD on January 9, 2023, extending the deadline to March 7, 2023.

 

On February 23, 2023, the Company and CREATD agreed to disengage from the LOI, ahead of the March 7, 2023 deadline.

 

On March 30, 2023, the Company signed a third extension letter to the Stock Purchase Agreement, signed with Wildfire on September 14, 2022, extending the deadline to May 15, 2023.

 

On May 2, 2023, the Company approved Liberty Stock Transfer, Inc. The Company’s transfer agent to begin the stock dividend distribution, which was previously approved by the board, for all shareholders as of April 15, 2023.

 

On May 4, 2023, the Company received a letter from Wildfire stating that it no longer wanted to move forward with the agreement and the two Companies agreed to mutually part ways.

 

On June 2, 2023, the Company retained Sichenzia Ross to assist the Company in updating and completing its current reporting requirements, as well as on other corporate matters.

 

On June 9, 2023, the Company signed a Memorandum of Understanding, (“MOU”) with AI Commerce Holdings, LLC, to negotiate for the purpose of acquiring AI Commerce Group, LLC.

 

On August 20, 2023, the Company signed a Membership Interest Purchase Agreement, (“MIPA”) with AI Commerce Holdings, LLC (“AI Holdings”) to purchase AI Commerce Group, LLC., (“AI”). The closing is scheduled to take place after the completion of a two-year PCAOB audit, at which time, AI will become a wholly-owned subsidiary of the Company. The aggregate consideration payable by the Company under the MIPA will be an amount in cash equal to Twenty Million (20,000,000) shares of common stock (the “Acquisition Shares”) of the Company, which AI shall cause the Company and its transfer agent to deliver into escrow at the closing.

 

16

 

 

Employees

 

As of September 30, 2023, the Company employs two individuals in executive positions.

 

RESULTS OF OPERATIONS

 

Results of Operations for the Three Months Ended September 30, 2023, Compared to Three Months Ended September 30, 2022:

 

There were no revenues generated during the three months ended September 30, 2023, or 2022. Our operating expenses increased from $1,478,519 in 2022 to $2,083,073 in 2023. The increase was primarily the result of an increase in professional services including investor relations, IT, legal, accounting and consulting and directors fees. The Company issued $1,768,473 in stock during the third quarter 2023 as compared to $1,197,798 for the same quarter of 2022. Our interest expense decreased to $1,500 for the three months ended September 30, 2023, from $12,109 for the three months ended September 30, 2022. We also had unrealized loss from our marketable securities of $(1,000) for the three months ended September 30, 2023, compared to a loss of $(42,000) for the three months a year earlier.

 

Our net loss decreased by $1,842,477 from $(1,807,628) in the third quarter 2022 to an income of $34,489 in the first quarter 2023. The primary reason for this increase was the write off of $2,092,272 that is no longer payable. We expect that our losses will continue until we are able to establish a consistent revenue source and finalize our projected acquisitions.

 

Results of Operations for the Nine Months Ended September 30, 2023, Compared to Nine Months Ended September 30, 2022:

 

There were no revenues generated during the nine months ended September 30, 2023, or 2022. Our operating expenses increased from $3,602,547 in 2022 to $82,114,855 in 2023. The increase was primarily the result of an increase in professional services including investor relations, IT, legal, accounting and consulting and directors fees. The Company issued $80,749,448 in stock during the nine months of 2023 as compared to $2,788,896 for the same period of 2022. Our interest expense decreased to $29,514 for the nine months ended September 30, 2023, from $82,925 for the nine months ended September 30, 2022. We also had unrealized loss from our marketable securities of $(9,000) for the nine months ended September 30, 2023, compared to a loss of $(105,000) for the nine months a year earlier.

 

Our net loss increased by $75,997,566 from $(4,013,531) in the first three quarters 2022 to a loss of ($80,011,097) in the first three quarters of 2023. The primary reason for this increase was the increase in stock for services issued. We expect that our losses will continue until we are able to establish a consistent revenue source and finalize our projected acquisitions.

 

LIQUIDITY AND CAPITAL RESOURCES

 

On September 30, 2023, we had cash on hand of $2,849,595 compared to $3,320,164 on December 31, 2022. Cash used by our operations was $875,570 during the nine months ended September 30, 2023, compared to cash used of $203,641 during the nine months ended a year earlier. Cash provided by related parties totaled $355,000 and during the nine months ended September 30, 2023. Total cash used for operations during the nine months ended September 30, 2023, was $470,569. We anticipate that we will have a negative cash flow from our operations for 2023. We will attempt to raise capital through the sale of our common stock or through debt financing,

 

17

 

 

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. Global Tech’s financial condition, short term liquid assets less short term liabilities would leave the company with $50,467 in assets, not enough to fund ongoing operations and could cause Global Tech to default on other obligations as recorded under our liabilities.

 

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, 2022. 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.

 

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.

 

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 September 30, 2023.

 

Changes in Internal Controls over Financial Reporting

 

There were no changes in our internal control over financial reporting that occurred during the nine months ended September 30, 2023, that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

 

18

 

 

PART II OTHER INFORMATION

 

ITEM 1. LEGAL PROCEEDINGS

 

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. On November 23, 2021, the defendants filed a venue-related procedural motion to dismiss. On January 21, 2022, the Company submitted its opposition to said motion, and on February 11, 2022, defendants filed their affirmation in reply. To date, no decision on that motion has been entered by the Court.

 

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 had not 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 December 31, 2021, the parties were engaged in briefing jurisdictional motions. As of the date of this filing, the David Wells matter has been primarily resolved, with a few minor issues still open between the parties. It is anticipated that the open issues, which are primarily administrative, will be closed within the few weeks.

,

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 December 31, 2021, no ruling on that motion had been entered. On November 3, 2022, the Company entered into a settlement agreement with two separate private lenders, which provided for the settlement of all disputes and claims of the parties, including those arising in connection with the lenders’ loans to the Company (the “Settlement Agreement”). The transactions under the Settlement Agreement closed on November 8, 2022.

 

On January 28, 2023, the board authorized management to issue 227,284 shares of the Company’s common stock, restricted by Rule 144, to International Monetary in keeping with the previously signed settlement agreement.

 

19

 

 

ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

 

There were shares of common stock issued for legal, marketing, and other professional services rendered by the Company to consultants in the aggregate amount of 89,468,526 shares during the nine months ended September 30, 2023, with a value of $80,749,448. Additionally, 37,210,714 shares were issued to related parties with a fair market value of $61,958,821.

 

ITEM 3. NONE

 

ITEM 4. OTHER INFORMATION

 

Not Applicable

 

ITEM 5. EXHIBITS

 

3. Exhibits

 

EXHIBIT NO.   DESCRIPTION
     
31.1   Certification pursuant to 18 U.S.C. Section 1350 as adopted pursuant to Section 302 Sarbanes-Oxley Act of 2002.*
     
31.2   Certification pursuant to 18 U.S.C. Section 1350 as adopted pursuant to Section 302 Sarbanes-Oxley Act of 2002.*
     
32.1   Certification pursuant to 18 U.S.C. Section 1350 as adopted pursuant to Section 906 Sarbanes-Oxley Act of 2002.*
     
32.2   Certification pursuant to 18 U.S.C. Section 1350 as adopted pursuant to Section 906 Sarbanes-Oxley Act of 2002.*
     
101.INS   Inline XBRL Instance Document
     
101.SCH   Inline XBRL Taxonomy Extension Schema Document
     
101.CAL   Inline XBRL Taxonomy Extension Calculation Linkbase Document
     
101.DEF   Inline XBRL Taxonomy Extension Definition Linkbase Document
     
101.LAB   Inline XBRL Taxonomy Extension Label Linkbase Document
     
101.PRE   Inline XBRL Taxonomy Extension Presentation Linkbase Document
     
104   Cover Page Interactive Data File (embedded within the Inline XBRL document)

 

20

 

 

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: November 14, 2023 GLOBAL TECH INDUSTRIES GROUP, INC.
     
  By: /s/ David Reichman
    David Reichman, Chairman of the Board, Chief Executive Officer, Chief Financial Officer (Principal Executive Officer, Principal Financial and Accounting Officer)

 

21

 

 

EXHIBIT 31.1

 

SECTION 302 CERTIFICATION

 

I, David Reichman, certify that:

 

1. I have reviewed this report on Form 10-Q of GLOBAL TECH INDUSTRIES GROUP, INC.;
   
2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
   
3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
   
4. The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

 

  a. Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
     
  b. Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
     
  c. Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
     
  d. Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the small business issuer’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting.

 

5. The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (of persons performing the equivalent functions):

 

  a. All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
     
  b. Any fraud, whether or not material, that involves management or other employees who have a significant role in the small business issuer’s internal control over financial reporting.

 

Date: November 14, 2023

 

/s/ David Reichman  
David Reichman, Chief Executive Officer  
(Principal Executive Officer)  

 

 

 

 

EXHIBIT 31.2

 

SECTION 302 CERTIFICATION

 

I, David Reichman, certify that:

 

1. I have reviewed this report on Form 10-Q of GLOBAL TECH INDUSTRIES GROUP, INC.;
   
2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
   
3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
   
4. The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

 

  a. Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
     
  b. Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
     
  c. Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
     
  d. Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the small business issuer’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting.

 

5. The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (of persons performing the equivalent functions):

 

  a. All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
     
  b. Any fraud, whether or not material, that involves management or other employees who have a significant role in the small business issuer’s internal control over financial reporting.

 

Date: November 14, 2023

 

/s/ David Reichman  
David Reichman, Chief Financial Officer  
(Principal Financial/Accounting Officer)  

 

 

 

 

EXHIBIT 32.1

 

SECTION 906 CERTIFICATION

PURSUANT TO 18 U.S.C. SECTION 1350,

AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

 

In connection with the Quarterly Report of GLOBAL TECH INDUSTRIES GROUP, INC. (the “Company”) on Form 10-Q for the period ending September 30, 2023 (the “Report”) I, David Reichman, Chief Executive Officer of the Company, certify, pursuant to 18 USC Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that to the best of my knowledge and belief:

 

  (1) The Report fully complies with the requirements of Section 13(a) or 15(d)of the Securities Exchange Act of 1934; and
     
  (2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

 

/s/ David Reichman   Date: November 14, 2023
David Reichman,    
Chief Executive Officer    

 

This certification accompanies the Report pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 and shall not, except to the extent required by the Sarbanes-Oxley Act of 2002, be deemed filed by the Company for purposes of Section 18 of the Securities Exchange Act of 1934, as amended.

 

 

 

 

EXHIBIT 32.2

 

SECTION 906 CERTIFICATION

PURSUANT TO 18 U.S.C. SECTION 1350,

AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

 

In connection with the Quarterly Report of GLOBAL TECH INDUSTRIES GROUP, INC. (the “Company”) on Form 10-Q for the period ending September 30, 2023 (the “Report”) I, David Reichman, Chief Financial Officer (Principal Financial/Accounting Officer) of the Company, certify, pursuant to 18 USC Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that to the best of my knowledge and belief:

 

  (1) The Report fully complies with the requirements of Section 13(a) or 15(d)of the Securities Exchange Act of 1934; and
     
  (2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

 

/s/ David Reichman   Date: November 14, 2023
David Reichman,    
Chief Financial Officer    

 

This certification accompanies the Report pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 and shall not, except to the extent required by the Sarbanes-Oxley Act of 2002, be deemed filed by the Company for purposes of Section 18 of the Securities Exchange Act of 1934, as amended.

 

 

 

v3.23.3
Cover - shares
9 Months Ended
Sep. 30, 2023
Nov. 13, 2023
Cover [Abstract]    
Document Type 10-Q  
Amendment Flag false  
Document Quarterly Report true  
Document Transition Report false  
Document Period End Date Sep. 30, 2023  
Document Fiscal Period Focus Q3  
Document Fiscal Year Focus 2023  
Current Fiscal Year End Date --12-31  
Entity File Number 000-10210  
Entity Registrant Name GLOBAL TECH INDUSTRIES GROUP, INC.  
Entity Central Index Key 0000356590  
Entity Tax Identification Number 90-1604380  
Entity Incorporation, State or Country Code NV  
Entity Address, Address Line One 511 Sixth Avenue  
Entity Address, Address Line Two Suite 800  
Entity Address, City or Town New York  
Entity Address, State or Province NY  
Entity Address, Postal Zip Code 10011  
City Area Code (212)  
Local Phone Number 204 7926  
Entity Current Reporting Status Yes  
Entity Interactive Data Current Yes  
Entity Filer Category Non-accelerated Filer  
Entity Small Business true  
Entity Emerging Growth Company false  
Entity Shell Company false  
Entity Common Stock, Shares Outstanding   368,045,125
v3.23.3
Consolidated Balance Sheets - USD ($)
Sep. 30, 2023
Dec. 31, 2022
CURRENT ASSETS    
Cash and cash equivalents $ 2,849,595 $ 3,320,164
Marketable securities 27,000 36,000
Total Current Assets 2,876,595 3,356,164
PROPERTY, PLANT & EQUIPMENT    
Fixed Assets (net) 803
Total Property. Plant and Equipment (0) 803
OTHER ASSETS    
License 14,990,277 14,990,277
Total Other Assets 14,990,277 14,990,277
TOTAL ASSETS 17,866,871 18,347,244
CURRENT LIABILITIES    
Accrued interest payable 4,899 416,774
Notes payable in default 871,082
Notes payable 435,000 80,000
Current portion of long-term debt 180,000 180,000
Total Current Liabilities 2,826,128 4,051,571
LONG TERM LIABILITIES    
Long-term operating lease liabilities
Note Payable 4,788,177 4,788,177
Total Long-term liabilities 4,788,177 4,788,177
Total Liabilities 7,614,304 8,839,748
STOCKHOLDERS’ EQUITY    
Preferred stock, par value $.001, 50,000 authorized, 1,000 issued and outstanding 1 1
Common stock, par value $0.001 per share, 750,000,000 shares authorized; 367,847,125 (including 20,000,000 shares held in escrow) 262,251,320 issued and 347,847,125 and 262,251,320 outstanding, respectively at 9/30/23 and 12/31/22 347,846 262,251
Additional paid-in-capital 337,646,675 256,976,102
Accumulated (Deficit) (327,741,955) (247,730,858)
Total Stockholders’ Equity 10,252,567 9,507,496
TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY 17,866,871 18,347,244
Nonrelated Party [Member]    
CURRENT LIABILITIES    
Accounts payable and accrued expenses-related parties 209,078 952,507
Related Party [Member]    
CURRENT LIABILITIES    
Accounts payable and accrued expenses-related parties 1,997,151 1,551,208
Subsidiary [Member]    
CURRENT LIABILITIES    
Due to related parties
v3.23.3
Consolidated Balance Sheets (Parenthetical) - $ / shares
Sep. 30, 2023
Dec. 31, 2022
Statement of Financial Position [Abstract]    
Preferred stock, par value $ 0.001 $ 0.001
Preferred stock, shares authorized 50,000 50,000
Preferred stock, shares issued 1,000 1,000
Preferred stock, shares outstanding 1,000 1,000
Common stock par value $ 0.001 $ 0.001
Common stock shares authorized 750,000,000 750,000,000
Common stock shares issued 367,847,125 262,251,320
Common stock shares held in escrow 20,000,000  
Common stock shares outstanding 347,847,125 262,251,320
v3.23.3
Condensed Consolidated Statements of Operations (Unaudited) - USD ($)
3 Months Ended 9 Months Ended
Sep. 30, 2023
Sep. 30, 2022
Sep. 30, 2023
Sep. 30, 2022
Income Statement [Abstract]        
REVENUES, net
OPERATING EXPENSES        
General and administrative 70,077 67,516 270,646 252,906
Compensation and professional fees 1,442,729 1,038,236 64,413,406 2,193,213
Charitable Donations 570,000 372,500 17,430,000 1,155,000
Depreciation 267 267 803 1,428
Total Operating Expenses 2,083,073 1,478,519 82,114,855 3,602,547
OPERATING LOSS (2,083,073) (1,478,519) (82,114,855) (3,602,547)
OTHER INCOME (EXPENSES)        
Unrealized Gain/(Loss) on sale of marketable securities (1,000) (42,000) (9,000) (105,000)
Settlement Fees (275,000) (275,000)
Gain/(loss) on sale of assets 50,000 22,291
Gain on settlement of debt 28,150
Debt forgiveness 2,092,272 2,092,272
Interest income 1,500
Interest expense (1,500) (12,109) (29,514) (82,925)
Total Other Income (Expenses) 2,089,772 (329,109) 2,103,758 (410,984)
LOSS BEFORE INCOME TAXES 6,699 (1,807,628) (80,011,097) (4,013,531)
INCOME TAX EXPENSE
COMPREHENSIVE LOSS $ 6,699 $ (1,807,628) $ (80,011,097) $ (4,013,531)
BASIC LOSS PER SHARE $ 0.00 $ (0.01) $ (0.23) $ (0.02)
DILUTED LOSS PER SHARE $ 0.00 $ (0.01) $ (0.23) $ (0.02)
WEIGHTED AVERAGE NUMBER OF SHARES OUTSTANDING, BASIC 325,219,420 257,674,524 345,989,688 256,896,506
WEIGHTED AVERAGE NUMBER OF SHARES OUTSTANDING, DILUTED 325,219,420 257,674,524 345,989,688 256,896,506
v3.23.3
Condensed Consolidated Statements of Stockholders' Equity (Deficit) (Unaudited) - USD ($)
Preferred Stock [Member]
Common Stock [Member]
Additional Paid-in Capital [Member]
Retained Earnings [Member]
Total
Balance at Dec. 31, 2021 $ 1 $ 255,791 $ 235,151,209 $ (234,155,911) $ 1,251,090
Balance, shares at Dec. 31, 2021 1,000 255,790,585      
Common stock issued for services   $ 1,665 2,377,231   2,378,896
Common stock issued for services, shares   1,665,557      
Common stock issued for charitable donations   $ 250 409,750   410,000
Common stock issued for charitable donations, shares   250,000      
Reversal of acquisition     (4,346,000) 18,255 (4,327,745)
Proceeds from exercise of warrants     8,875   8,875
Escrow release from acquisition     10,018,085   10,018,085
Common stock issued for notes payable, accrued interest, and accrued expenses   $ 672 1,074,405   1,075,077
Common stock issued for notes payable, accrued interest, and accrued expenses, shares   672,457      
Imputed interest – loan     10,080   10,080
Net loss for the nine months ended September 30   (4,013,531) (4,013,531)
Balance at Sep. 30, 2022 $ 1 $ 258,378 244,703,635 (238,151,187) 6,810,827
Balance, shares at Sep. 30, 2022 1,000 258,378,599      
Balance at Dec. 31, 2022 $ 1 $ 262,251 256,976,102 (247,730,858) 9,507,496
Balance, shares at Dec. 31, 2022 1,000 262,251,320      
Common stock issued for services   $ 42,818 63,276,630   63,319,448
Common stock issued for services, shares   42,818,944      
Common stock issued for charitable donations   $ 11,750 17,418,250   17,430,000
Common stock issued for charitable donations, shares   11,750,000      
Imputed interest – loan     6,720   6,720
Net loss for the nine months ended September 30   (80,011,097) (80,011,097)
Stock dividend   $ 31,027 (31,027)   0
Stock dividend, shares   31,026,861      
Balance at Sep. 30, 2023 $ 1 $ 347,846 $ 337,646,675 $ (327,741,955) $ 10,252,567
Balance, shares at Sep. 30, 2023 1,000 347,847,125      
v3.23.3
Condensed Consolidated Statements of Cash Flows (Unaudited) - USD ($)
9 Months Ended
Sep. 30, 2023
Sep. 30, 2022
CASH FLOWS FROM OPERATING ACTIVITIES    
Net loss $ (80,011,097) $ (4,013,531)
Adjustments to reconcile net loss to net cash used in operating activities (net of acquisition):    
Depreciation 803 1,428
Stock issued for services 80,749,448 2,788,896
Imputed interest on loan 6,720 10,080
Gain on debt conversion (28,150)
Gain on asset sales (50,000) (22,291)
Debt forgiveness (2,092,272)
Loss on marketable securities 9,000 105,000
Change in operating assets and liabilities    
Increase(Decrease) in accounts payable and accrued expenses 43,707 290,840
Increase in accounts payable and accrued expenses-related parties 445,943 591,328
Increase(Decrease) in accrued interest payable 22,178 72,759
Net Cash Used in Operating Activities (875,570) (203,641)
CASH FLOWS FROM INVESTING ACTIVITIES    
Cash returned in acquisition reversal BEC (183,933)
Cash acquired in GTI acquisition from license acquisition 2,373
Cash from sale of assets 50,000 25,000
Net Cash Provided by (Used in) Investing Activities 50,000 (156,560)
CASH FLOWS FROM FINANCING ACTIVITIES    
Proceeds from shareholder advance
Proceeds from note payable 355,000 50,000
Proceeds from warrants   8,875
Payments to officers and directors (126,878)
Proceeds from officers and directors 350,000
Net Cash Provided by Financing Activities 355,001 281,997
INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS (470,569) (78,203)
CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD 3,320,164 359,143
CASH AND CASH EQUIVALENTS, END OF PERIOD 2,849,595 280,940
SUPPLEMENTAL DISCLOSURES:    
Cash paid for interest
Cash paid for income taxes
NON-CASH INVESTING AND FINANCING ACTIVITIES:    
Stock dividend 31,027
Debt converted to stock 1,075,077
Stock issued for asset acquisition $ 10,018,085
v3.23.3
CONDENSED FINANCIAL STATEMENTS
9 Months Ended
Sep. 30, 2023
Organization, Consolidation and Presentation of Financial Statements [Abstract]  
CONDENSED FINANCIAL STATEMENTS

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 as of September 30, 2023, and the results of operations and cash flows for the three, six, and nine 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, 2022. The results of operations for the period ended September 30, 2023, are not necessarily indicative of the operating results for what will be the full year ended December 31, 2022.

 

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 U.S. GAAP 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 revenue 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. 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.

 

 

GLOBAL TECH INDUSTRIES GROUP, INC.

Notes to the Unaudited Condensed Consolidated Financial Statements

 

v3.23.3
SIGNIFICANT ACCOUNTING POLICIES
9 Months Ended
Sep. 30, 2023
Accounting Policies [Abstract]  
SIGNIFICANT ACCOUNTING POLICIES

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, TTI Strategic Acquisitions and Equity Group, Inc, Classroom Salon Holdings, LLC, Gold Transactions International, Inc. and GT International, Inc. All significant inter-company balances and transactions have been eliminated.

 

B) USE OF MANAGEMENT’S ESTIMATES

 

The preparation of financial statements in conformity with U.S. GAAP 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. On September 30, 2023 and December 31, 2022, $2,849,595 and $3,320,164 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.

 

 

GLOBAL TECH INDUSTRIES GROUP, INC.

Notes to the Unaudited Condensed Consolidated Financial Statements

 

E) REVENUE RECOGNITION

 

The Company had no revenues during the three and nine months ended September 30, 2023 and 2022, 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.

 

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., which is expensed over the requisite service period.

 

G) FAIR VALUE OF FINANCIAL INSTRUMENTS

 

The Company follows ASC 820, “Fair Value Measurements,” which 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 September 30, 2023, and December 31, 2022.

 

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

 

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 September 30, 2023 and December 31, 2022:

  

   Level 1   Level 2   Level 3 
Marketable Securities – September 30, 2023  $27,000   $-0-   $-0- 
Marketable Securities – December 31, 2022  $36,000   $-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 and there were no potentially dilutive securities to consider in the fully diluted earnings per share calculation.

  

           
   For the Three Months Ended 
   September 30, 
   2023   2022 
Loss (numerator)  $6,699   $(1,807,628)
Shares (denominator)   325,219,420    257,674,524 
Basic and diluted loss per share  $0.00   $(0.01)

 

For the nine ended September 30, 2023, and 2022, and there were no potentially dilutive securities to consider in the fully diluted earnings per share calculation.

 

           
   For the Nine Months Ended 
   September 30, 
   2023   2022 
Loss (numerator)  $(80,011,097)  $(4,013,531)
Shares (denominator)   345,989,688    256,896,506 
Basic and diluted loss per share  $(0.23)  $(0.02)

 

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) MARKTABLE 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.

 

K) LONG LIVED ASSETS

 

The Company evaluates its long-lived assets in accordance with FASB ASC 350, “Intangibles-Goodwill and Other,” and FASB ASC 360, “Property, Plant, and Equipment.” Long-lived assets held and used by the Company are reviewed for impairment whenever events or changes in circumstances indicate that their net book value may not be recoverable. When such factors and circumstances exist, the Company compares the projected undiscounted future cash flows associated with the related asset or group of assets over their estimated useful lives against their respective carrying amounts. Impairment, if any, is based on the excess of the carrying amount over the fair value of those assets and is recorded in the period in which the determination was made.

 

 

GLOBAL TECH INDUSTRIES GROUP, INC.

Notes to the Unaudited Condensed Consolidated Financial Statements

 

v3.23.3
MARKETABLE SECURITIES
9 Months Ended
Sep. 30, 2023
Investments, Debt and Equity Securities [Abstract]  
MARKETABLE SECURITIES

NOTE 3 - MARKETABLE SECURITIES

 

The Company has acquired various shares of Marketable Securities. During the nine months ended September 30, 2023, the Company recorded a loss of $(9,000) which consisted of unrealized gains (losses) by marking to market, the value of the shares held. For the nine months ended September 30, 2022, the Company recorded an unrealized loss of $(105,000). 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.

 

v3.23.3
FIXED ASSETS
9 Months Ended
Sep. 30, 2023
Property, Plant and Equipment [Abstract]  
FIXED ASSETS

NOTE 4 – FIXED ASSETS

 

Depreciation expense for the nine months ended September 30, 2023, and 2022 was $803 and $1,428, respectively.

 

Fixed assets consist of the following:

  

  

September 30,

2023

  

December 31,

2022

 
Equipment  $3,214   $3,214 
Furniture and fixtures   -    - 
Total fixed assets   3,214    3,214 
Accumulated Depreciation   (3,214)   (2,411)
Net fixed assets  $0   $803 

 

v3.23.3
LICENSES
9 Months Ended
Sep. 30, 2023
Goodwill and Intangible Assets Disclosure [Abstract]  
LICENSES

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 purchased 100% of the stock of GTI and assumed its sole asset a License Agreement held by GTI. The exclusive license (“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 DMCC1, 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 percentage (%) 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 were exchanged for 6,000,000 shares of the Company’s common stock (acquisition date fair value was $10,018,085). This transaction closed in the second quarter of 2022. As per the table below the License asset was valued at $14,990,277 net of additional liabilities as per table below recorded on the closing date of the transaction May 25, 2022.

 

The acquisition of GTI is being treated as an asset purchase and not business combination per ASC 805 as substantially all of the assets acquired are concentrated in a single identifiable asset. The following table summarizes the consideration transferred to acquire GTI and the amount of identified assets, and liabilities assumed at the acquisition date.

 

Recognized amounts of identifiable assets acquired and liabilities assumed:

   

      
Cash and cash equivalents  $2,373 
License (including intangibles)   14,990,277 
Trade payables   (6,388)
Note payable   (4,968,177)
      
Total identifiable net assets  $10,018,085 

 

 

GLOBAL TECH INDUSTRIES GROUP, INC.

Notes to the Unaudited Condensed Consolidated Financial Statements

 

v3.23.3
RELATED PARTY TRANSACTIONS
9 Months Ended
Sep. 30, 2023
Related Party Transactions [Abstract]  
RELATED PARTY TRANSACTIONS

NOTE 6 - RELATED PARTY TRANSACTIONS

 

Accrued Payables and Accrued Expenses – Related Parties

 

Related party payables and accrued expenses totaled $1,997,151 and $1,551,208 on September 30, and December 31, 2022. These totals are detailed as follows:

 

Due to related parties advances consists of cash advances and expenses paid by Mr. Reichman to satisfy the expense needs of the Company. The payables and cash advances are unsecured, due on demand and do not bear interest. As of September 30, 2023, and December 31, 2022, these amounts totaled $58,204 and $270,649.

 

The accrued officer wages for the three months ended September 30, 2023, and 2022 are $200,000 and $137,000, respectively. The balance of accrued wages due to the officers on September 30, 2023, and December 31, 2022, are $1,832,500 and $1,232,500, respectively. Additionally, there is an expense account due to Mr. Reichman in total of $93,059 and $48,059 on September 30, 2023, and December 31, 2022.

 

 

GLOBAL TECH INDUSTRIES GROUP, INC.

Notes to the Unaudited Condensed Consolidated Financial Statements

 

v3.23.3
NOTES PAYABLE
9 Months Ended
Sep. 30, 2023
Debt Disclosure [Abstract]  
NOTES PAYABLE

NOTE 7 - NOTES PAYABLE