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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
March 31, 2022
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.
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).
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).
Indicate
the number of shares outstanding of each of the issuer’s classes of
common stock as of the latest practicable date.
As of
May 9, 2022 the number of shares outstanding of the registrant’s
class of common stock was
257,121,441.
TABLE
OF CONTENTS
PART I. FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
GLOBAL
TECH INDUSTRIES GROUP, INC.
Condensed Consolidated Balance Sheets
The
accompanying notes are an integral part of these unaudited
condensed consolidated financial statements.
GLOBAL
TECH INDUSTRIES GROUP, INC.
Condensed Consolidated Statements of
Operations
The
accompanying notes are an integral part of these unaudited
condensed consolidated financial statements.
GLOBAL
TECH INDUSTRIES GROUP, INC.
Condensed Consolidated Statements of Stockholders’ Equity
(Deficit)
For
the Three Months Ended March 31, 2022 and 2021
(Unaudited)
The
accompanying notes are an integral part of these unaudited
condensed consolidated financial statements.
GLOBAL
TECH INDUSTRIES GROUP, INC.
Condensed Consolidated Statements of Cash
Flows
(Unaudited)
The
accompanying notes are an integral part of these unaudited
condensed consolidated financial statements.
GLOBAL
TECH INDUSTRIES GROUP, INC.
Notes to the Unaudited Condensed Consolidated Financial
Statements
March
31, 2022
NOTE
1 - CONDENSED
FINANCIAL STATEMENTS
A)
CONSOLIDATION
The
accompanying consolidated financial statements have been prepared
by GLOBAL TECH INDUSTRIES GROUP, INC. (“the Company”) without
audit. In the opinion of management, all adjustments (which include
only normal recurring adjustments) necessary to present fairly the
financial position at March 31, 2022, and the results of operations
and cash flows for the three months then ended, have been
made.
The
accompanying unaudited condensed consolidated financial statements
of the Company have been prepared in accordance with the rules and
regulations of the Securities and Exchange Commission (the “SEC”),
including the instructions to Form 10-Q and Regulation S-X. Certain
information and note disclosures normally included in financial
statements prepared in accordance with generally accepted
accounting principles in the United States of America (“U.S.
GAAP”), have been condensed or omitted from these statements
pursuant to such rules and regulations and, accordingly, they do
not include all the information and notes necessary for
comprehensive financial statements and should be read in
conjunction with our audited consolidated financial statements
included in our Annual Report on Form 10-K for the year ended
December 31, 2021. The results of operations for the period ended
March 31, 2022 are not necessarily indicative of the operating
results for the full year ended December 31, 2021.
The
accompanying consolidated financial statements include the accounts
of the Company and its wholly-owned subsidiaries as disclosed in
Note 2 below. All significant inter-company balances and
transactions have been eliminated.
B)
GOING CONCERN
The
Company’s consolidated financial statements are prepared using
generally accepted accounting principles in the United States of
America applicable to a going concern which contemplates the
realization of assets and liquidation of liabilities in the normal
course of business. The Company has not yet established an ongoing
source of revenues sufficient to cover its operating costs and
allow it to continue as a going concern. The ability of the Company
to continue as a going concern is dependent on the Company
obtaining adequate capital to fund operating losses until it
becomes profitable. If the Company is unable to obtain adequate
capital, it could be forced to cease operations. These conditions
raise substantial doubt regarding the Company’s ability to continue
as a going concern.
In
order to continue as a going concern, the Company will need, among
other things, additional capital resources. Management’s plan is to
obtain such resources for the Company by obtaining capital from
management and significant shareholders sufficient to meet its
operating expenses and seeking equity and/or debt financing. The
Company expects with the acquisitions of GTI, that these operations
will help support the cashflow needs of the Company. Management
also expects with the commencement of revenue generating operations
from these subsidiaries, that the warrants issued to shareholders
will be exercised in the near future, thus providing capital for
the Company and its growth plans. However, management cannot
provide any assurances that the Company will be successful in
accomplishing any of its plans.
The
ability of the Company to continue as a going concern is dependent
upon its ability to successfully accomplish the plans described in
the preceding paragraph and eventually secure other sources of
financing and attain profitable operations. The accompanying
consolidated financial statements do not include any adjustments
that might be necessary if the Company is unable to continue as a
going concern.
On
March 11, 2020, the World Health Organization declared the outbreak
of a coronavirus (COVID-19) a pandemic. As a result, economic
uncertainties have arisen which have the potential to negatively
impact the Company’s ability to raise funding from the markets.
Other financial impacts could occur though such potential impacts
are unknown at this time.
GLOBAL
TECH INDUSTRIES GROUP, INC.
Notes
to the Unaudited Condensed Consolidated Financial
Statements
March
31, 2022
NOTE
2 - SIGNIFICANT
ACCOUNTING POLICIES
A)
PRINCIPLES OF
CONSOLIDATION
The
accompanying consolidated financial statements include the accounts
of the Company and its wholly-owned subsidiaries, Ludicrous, Inc.,
TTI Strategic Acquisitions and Equity Group, Inc, TTII Oil &
Gas, Inc., and GT International, Inc. All subsidiaries of the
Company, other than TTI Strategic Acquisitions and Equity Group,
Inc., currently have no financial activity. All significant
inter-company balances and transactions have been
eliminated. The Bronx and My Retina acquisitions were
rescinded effective January 1, 2022.
B)
USE OF MANAGEMENT’S
ESTIMATES
The
preparation of financial statements in conformity with generally
accepted accounting principles requires management to make
estimates and assumptions that affect the reported amounts of
assets and liabilities and disclosure of contingent assets and
liabilities as of the date of the financial statements and the
reported amounts of revenues and expenses during the reported
period. Actual results could differ from those
estimates.
C)
CASH
EQUIVALENTS
The
Company considers all highly liquid investments with an original
maturity of three months or less to be cash equivalents. Cash and
cash equivalents are maintained with major financial institutions
in the U S. Deposits held with these banks at times exceed
$250,000 of insurance
provided on such deposits. The Company has not experienced any
losses in such accounts and believes that it is not exposed to any
significant credit risk on cash and cash equivalents. At March 31,
2022 and December 31, 2021, $84,818 and $109,143 excess cash balances existed,
respectively.
D)
INCOME
TAXES
The
Company applies ASC 740 which requires the asset and liability
method of accounting for income taxes. The asset and liability
method require that the current or deferred tax consequences of all
events recognized in the financial statements are measured by
applying the provisions of enacted tax laws to determine the amount
of taxes payable or refundable currently or in future years.
Deferred tax assets are reviewed for recoverability and the Company
records a valuation allowance to reduce its deferred tax assets
when it is more likely than not that all or some portion of the
deferred tax assets will not be recovered.
ASC
740 requires recognition and measurement of uncertain tax positions
using a “more-likely-than-not” approach, requiring the recognition
and measurement of uncertain tax positions. Deferred taxes are
provided on a liability method whereby deferred tax assets are
recognized for deductible temporary differences and operating loss
and tax credit carry forwards and deferred tax liabilities are
recognized for taxable temporary differences. Temporary differences
are the differences between the reported amounts of assets and
liabilities and their tax bases. Deferred tax assets are reduced by
a valuation allowance when, in the opinion of management, it is
more likely than not that some portion or all the deferred tax
assets will to be realized. Deferred tax assets and liabilities are
adjusted for the effects of changes in tax laws and rates on the
date of enactment.
E)
REVENUE
RECOGNITION
The
Company had no revenues during the three months ended March 31,
2022 and 2021, however when revenues commence, the Company will
recognize revenues in accordance with ASC 606, “Revenue from
Contracts with Customers.” Revenue is recognized per our contract
with our customers at a point of time when control of our products
or services are transferred to our customers in an amount that
reflects the consideration the Company expects to be entitled to in
exchange for those products, and after all our performance
obligations have been met. The Company currently has no consulting
revenues with performance obligations of hours expended on various
projects with our customers pursuant to underlying contracts. If we
subsequently determine that collection from any customer is not
reasonably assured, we record an allowance for doubtful accounts
and bad debt expense for all that customer’s unpaid invoices and
cease recognizing revenue for continued services provided until
cash is received.
GLOBAL
TECH INDUSTRIES GROUP, INC.
Notes
to the Unaudited Condensed Consolidated Financial
Statements
March
31, 2022
F)
STOCK-BASED
COMPENSATION
The
Company accounts for stock-based compensation in accordance with
the provisions of ASC 718. ASC 718 requires all share-based
payments to employees, including grants of employee stock options,
to be recognized in the financial statements based on the
grant-date fair value of the award. That cost will be recognized
over the period during which an employee is required to provide
service in exchange for the reward- known as the requisite service
period. No compensation cost is recognized for equity instruments
for which employees do not render the requisite service. The
grant-date fair value of employee share options and similar
instruments are estimated using the Black Scholes option-pricing
model adjusted for the unique characteristics of those
instruments.
Equity
instruments issued to non-employees are recorded at their fair
values as determined in accordance with ASC 718 as amended by ASU
2018-07. As such, the grant date is the measurement date of an
award’s fair value.
G)
FAIR VALUE OF
FINANCIAL INSTRUMENTS
The
Company follows ASC 820, “Fair Value Measurements.” ASC 820 defines
fair value, establishes a three-level valuation hierarchy for
disclosures of fair value measurement and enhances disclosure
requirements for fair value measures. The three levels are defined
as follows:
|
|
|
Level
1 inputs to the valuation methodology are quoted prices
(unadjusted) for identical assets or liabilities in active
markets. |
|
|
|
|
|
|
|
Level
2 inputs to the valuation methodology include quoted prices for
similar assets and liabilities in active markets, and inputs that
are observable for the asset or liability, either directly or
indirectly, for substantially the full term of the financial
instrument. |
|
|
|
|
|
|
|
Level
3 inputs to the valuation methodology are unobservable and
significant to the fair measurement. |
The
carrying amounts reported in the balance sheets for cash and cash
equivalents, and current liabilities each qualify as financial
instruments and are a reasonable estimate of fair value because of
the short period of time between the origination of such
instruments and their expected realization and their current market
rate of interest. The carrying value of notes payable approximates
fair value because negotiated terms and conditions are consistent
with current market rates as of March 31, 2022 and December 31,
2021.
Marketable
securities are reported at the quoted and listed market rates of
the securities held at the period end.
GLOBAL
TECH INDUSTRIES GROUP, INC.
Notes
to the Unaudited Condensed Consolidated Financial
Statements
March
31, 2022
The
following table presents the Company’s marketable securities within
the fair value hierarchy utilized to measure fair value on a
recurring basis as of March 31, 2022 and December 31,
2021:
SCHEDULE OF FAIR VALUE ASSETS AND LIABILITIES
MEASURED ON RECURRING BASIS
|
|
|
Level
1 |
|
|
Level
2 |
|
|
Level
3 |
|
|
Marketable
Securities – March 31, 2022 |
|
$ |
136,000 |
|
|
$ |
-0- |
|
|
$ |
-0- |
|
| Marketable
Securities – December 31, 2021 |
|
$ |
163,000 |
|
|
$ |
-0- |
|
|
$ |
-0- |
|
H)
BASIC AND DILUTED LOSS
PER SHARE
The
Company calculates earnings per share in accordance with ASC 260,
“Earnings Per Share.” Basic loss per share is computed by dividing
net income (loss) by the weighted-average number of shares of
common stock outstanding during the period. Diluted earnings (loss)
per share gives effect to dilutive convertible securities, options,
warrants and other potential common stock outstanding during the
period; only in periods in which such effect is dilutive. For
September 30, 2021, there were
4,500,664 stock options outstanding, however their effects
were anti-dilutive. For September 30, 2020, there were no
potentially dilutive securities to consider in the fully diluted
earnings per share calculation.
SCHEDULE OF BASIC AND DILUTED PER
SHARE
|
|
|
|
|
|
|
|
|
|
|
For
the Three Months Ended |
|
|
|
|
March
31, |
|
|
|
|
2022 |
|
|
2021 |
|
|
Loss
(numerator) |
|
$ |
(1,228,372 |
) |
|
$ |
(675,742 |
) |
|
Shares
(denominator) |
|
|
255,862,345 |
|
|
|
234,531,338 |
|
|
Basic
and diluted loss per share |
|
$ |
(0.01 |
) |
|
$ |
(0.01 |
) |
I)
RECENT ACCOUNTING
PRONOUNCEMENTS
The
Company has implemented all new accounting pronouncements that are
in effect. These pronouncements did not have any material impact on
the financial statements unless otherwise disclosed, and the
Company does not believe that there are any other new accounting
pronouncements that have been issued that might have a material
impact on its financial position or results of
operations.
J)
Marketable
Securities
The
Company purchases marketable securities and engages in trading
activities for its own account. Securities that are held
principally for resale in the near term are recorded at fair value
with changes in fair value included in earnings. Interest and
dividends are included in net Interest Income.
GLOBAL
TECH INDUSTRIES GROUP, INC.
Notes
to the Unaudited Condensed Consolidated Financial
Statements
March
31, 2022
NOTE
3 - MARKETABLE
SECURITIES
The
Company has acquired various shares of Marketable Securities over
the past several years and engages in trading activities for its
own account. The Company’s marketable securities are listed on
various exchanges with readily determinable fair value per the
guidance of ASC 321, “Investments – Equity Securities.” The fair
value of these shares at March 31, 2022 and December 31, 2021
amounted to $136,000 and $163,000,
respectively. All realized and unrealized gains and losses are
recorded in earnings. For the three months ended March 31, 2022,
the Company recorded a loss of $(27,000)
which consisted of unrealized gains (losses) by marking to market,
the value of the shares held. For the three months ended March 31,
2021, the Company recorded unrealized gains of $68,000.
The Company does not hold any equity securities that do not have
readily available fair values, therefore no impairment analysis or
other methods to determine value are used.
NOTE
4 - FIXED
ASSETS
Depreciation
expense for the three months ended March 31, 2022 and 2021 was
$893
and
$268,
respectively.
Fixed
assets consist of the following:
SCHEDULE OF FIXED ASSETS
|
|
|
March
31,
2022
|
|
|
December
31,
2021
|
|
|
Equipment |
|
$ |
5,000 |
|
|
$ |
100,167 |
|
|
Furniture and fixtures |
|
|
0 |
|
|
|
14,037 |
|
|
Total
fixed assets |
|
|
5,000 |
|
|
|
114,204 |
|
|
Accumulated
Depreciation |
|
|
(4,018 |
) |
|
|
(1,601 |
) |
|
Net
fixed assets |
|
$ |
982 |
|
|
$ |
112,603 |
|
NOTE
5 LICENSES
GOLD
TRANSACTIONS NETWORK LICENSE
On
February 28, 2021, pursuant to a Stock Purchase Agreement (the
“SPA”) between the Company and Gold Transactions International,
Inc. (GTI), the Company assumed a License Agreement held by GTI.
The Company has not accounted for the acquisition of the license
due to a performance obligation that has not yet been met, but is
disclosing the terms of the License due to the legal acquisition of
the license. The license provides access to a joint venture of
companies (the “Network”), that buys gold from artisan miners
internationally, and provides transportation, assaying, refining
and storage facilities in the DMCC, a free trade zone for
commodities trading in Dubai, and then sells the refined gold to
its customers. The License Agreement grants the Company the
following:
|
|
● |
Access
to the Network’s gold operations, to participate in the profits
generated by the margin between the buy and sell prices, based on
the % of funds advanced into the Network, |
|
|
|
|
|
|
● |
an
exclusive license to market and promote the gold buy/sell program
in an attempt to increase the buying power of the Network. The term
of the License is un-defined and perpetual. |
|
|
|
|
|
|
● |
Reporting
from the Network partners of gold transactions shared in, and the
revenue generated on a monthly basis. Payments, however are
quarterly to the Network partners. |
Pursuant
to the SPA,
100% of
the GTI shares are to be exchanged for $6,000,000
worth
of Company’s shares (6,000,000
shares).
These performance obligations included in the SPA have until
September 30, 2022 to be met, the Company has transferred the
Company’s shares to an escrow account and reported the shares as
issued but not outstanding.
DIGITAL
TRADING PLATFORM LICENSE
On
May 1, 2021, the Company entered an agreement with Alt 5 Sigma,
Inc. (“Alt 5”), wherein Alt 5 licensed their Alt5Pro Digital Asset
Platform to the Company and created “Beyond Blockchain”, a digital
asset trading platform to be used by the Company and its
shareholders and the public for trading digital assets. The Company
paid $5,000 for the license and also
pays a monthly hosting fee to Alt 5, which is expensed as incurred.
The term of the license is for 12
months with an automatic renewal for an additional 12 months. This
asset was sold subsequent to March 31, 2022. Amortization expensed
for the three months ended March 31, 2022 and 2021 is $0 and $1,042,
respectively.
SCHEDULE OF FINITE LIVED INTANGIBLE
ASSETS
|
|
|
March
31,
2022
|
|
|
December
31,
2021 |
|
|
License
– Digital platform |
|
$ |
5,000 |
|
|
$ |
5,000 |
|
|
|
|
|
|
|
|
|
|
|
|
Total
licensed assets |
|
$ |
5,000 |
|
|
$ |
5,000 |
|
GLOBAL
TECH INDUSTRIES GROUP, INC.
Notes
to the Unaudited Condensed Consolidated Financial
Statements
March
31, 2022
NOTE
6 – FINE
ART
On
April 7, 2021, the Company executed a Contractor Agreement with
Ronald Cavalier, an artist with galleries in Greenwich, CT, New
York City, Nantucket Island and Palm Beach, FL. Pursuant to this
agreement, Mr. Cavalier has assisted the Company in acquiring
2
pieces of art for eventual digitization as a Non Fungible Token
(NFT). On April 23, 2021, the Company purchased an original
Picasso: “Quatre Femmes Nues Et Tete Sculptee”, which was executed
in 1934 on Montval laid paper and published by A. Vollard, Paris in
1939. The Company paid $35,940 for this piece
of fine art.
On
June 4, 2021, the Company purchased another piece of fine art, an
Andy Warhol gelatin silver print of Bianca Jagger on a white horse
taken by Warhol at the famed Studio 54 (the “Warhol Print”) for
$31,905. The Company
intends to digitalize both pieces of fine art and issue an NFT to
shareholders as a dividend, therefore, the fine art has been
characterized as an other asset-not purchased for re-sale, but
rather to be held for the long term.
NOTE
7 - RELATED PARTY
TRANSACTIONS
Due
to Related Parties
Due
to related parties consists of cash advances and expenses paid by
Mr. Reichman in order to satisfy the expense needs of the Company.
The payables and cash advances are unsecured, due on demand and do
not bear interest. During the three months ended March, 2022 and
2021, Mr. Reichman advanced $258,887
and
$51,615,
respectively, and was repaid $339,955
and
$0,
respectively. At March 31, 2022 and December 31, 2021, the amounts
owed to Mr. Reichman are $80,060
and
$161,128,
respectively.
Accrued
Wages
The
Company does not have sufficient operations and funds to pay its
officers their wages in cash, therefore all wages have been accrued
for the three months ended March 31, 2022 and 2021. The accrued
wages for the three months ended March 31, 2022 and 2021 are
$147,500 and $147,500, respectively. The balance of accrued
wages due to the officers at March 31, 2022 and December 31, 2021,
are $737,500 and $590,000, respectively.
NOTE
8 - NOTES
PAYABLE
(a)
NOTES PAYABLE IN DEFAULT:
Notes
payable in default consist of various notes bearing interest at
rates from 5% to 9%, which are unsecured
with original due dates between August 2000 and December 2016. All
the notes are unpaid to date and are in default and are thus
classified as current liabilities. At March 31, 2022 and December
31, 2021, notes payable in default amounted to $871,082 and $871,082,
respectively. Accrued interest on the notes in default at March 31,
2022 and December 31, 2021 are $388,206 and $376,007, respectively. Below is a
discussion of the details to the notes payable in default and a
table summarizing the notes in default with additional
information.
GLOBAL
TECH INDUSTRIES GROUP, INC.
Notes
to the Unaudited Condensed Consolidated Financial
Statements
March
31, 2022
None
of the above notes are convertible or have any
covenants.
(b)
Additional detail to all
Notes Payable in Default is as follows:
SCHEDULE OF NOTES PAYABLE
March
31,
2022 |
|
|
December
31,
2021 |
|
|
Interest |
|
|
Interest
Expense |
|
|
|
|
|
Principal |
|
|
Principal |
|
|
Rate |
|
|
3/30/2022 |
|
|
3/31/2021 |
|
|
Maturity |
|
|
$ |
32,960 |
|
|
|
32,960 |
|
|
|
5.00 |
% |
|
|
412 |
|
|
|
412 |
|
|
|
10/5/18 |
|
|
|
32,746 |
|
|
|
32,746 |
|
|
|
5.00 |
% |
|
|
409 |
|
|
|
409 |
|
|
|
10/5/18 |
|
|
|
5,000 |
|
|
|
5,000 |
|
|
|
6.00 |
% |
|
|
75 |
|
|
|
75 |
|
|
|
10/5/18 |
|
|
|
100,000 |
|
|
|
100,000 |
|
|
|
5.00 |
% |
|
|
1,250 |
|
|
|
1,250 |
|
|
|
10/5/18 |
|
|
|
7,000 |
|
|
|
7,000 |
|
|
|
6.00 |
% |
|
|
305 |
|
|
|
105 |
|
|
|
10/5/18 |
|
|
|
388,376 |
|
|
|
388,376 |
|
|
|
5.00 |
% |
|
|
4,855 |
|
|
|
4,855 |
|
|
|
10/5/18 |
|
|
|
192,000 |
|
|
|
192,000 |
|
|
|
0 |
% |
|
|
3,360 |
|
|
|
3,360 |
|
|
|
10/5/18 |
|
|
|
18,000 |
|
|
|
18,000 |
|
|
|
6.00 |
% |
|
|
270 |
|
|
|
270 |
|
|
|
9/1/2002 |
|
|
|
30,000 |
|
|
|
30,000 |
|
|
|
6.00 |
% |
|
|
450 |
|
|
|
450 |
|
|
|
9/12/2002 |
|
|
|
25,000 |
|
|
|
25,000 |
|
|
|
5.00 |
% |
|
|
313 |
|
|
|
313 |
|
|
|
8/31/2000 |
|
|
|
40,000 |
|
|
|
40,000 |
|
|
|
7.00 |
% |
|
|
700 |
|
|
|
700 |
|
|
|
7/10/2002 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$ |
871,082 |
|
|
$ |
871,082 |
|
|
|
|
|
|
$ |
12,199 |
|
|
$ |
12,199 |
|
|
|
|
|
At
March 31, 2022 and December 31, 2021, accrued interest on the
outstanding notes payable (default and current) were $388,206 and $376,007,
respectively and related party notes was $0 and $0, respectively.
Interest expense on the outstanding notes amounted to $12,199 and
$12,199
for the three months ended March 31, 2022, and 2021 including the
imputed interest discussed below.
(c)
CONVERTIBLE DEBENTURE:
On
November 27, 2020, the Company executed a convertible debenture
with a corporation in the amount of $74,800,
10% interest per annum, unsecured, due on
November 27, 2021. The debenture included a
conversion right to be exercised at any time 180 days after
execution of the note and was convertible into common stock of the
Company at
75% of the market price, being calculated as the lowest
three trading prices during the fifteen trading day period prior to
conversion. The Debenture also required the Company to reserve 5
times the expected conversion share amount at the transfer agent,
to ensure there were sufficient shares available upon
conversion.
The
convertible debenture also contained an OID or original issue
discount of $6,800,
which was deducted from the proceeds, thus resulting in $68,000
net
proceeds to the Company. The Company prepaid the debenture in
February 2021, it incurred a
20%
pre-payment penalty, and expensed the OID in full during
2020.
GLOBAL
TECH INDUSTRIES GROUP, INC.
Notes
to the Unaudited Condensed Consolidated Financial
Statements
March
31, 2022
(d)
NOTES
On
July 20, 2021, the Company received cash from an individual in the
amount of $100,000
as a
loan bearing interest at
5%,
with a term of
12 months
of the date received. At March 31, 2022 and 2021, accrued interest
on this note totals $4,184
and
$2,684,
respectively.
On
August 6, 2021, the Company received cash from an individual in the
amount of $100,000
as a
loan bearing interest at
5%,
with a term of
12 months
of the date received. At March 31, 2022 and 2021, accrued interest
on this note totals $3,904
and
$2,404,
respectively.
On
December 31, 2021 and March 30, 2022, the Company received cash
from an individual in the amount of $722,000 and $50,000
as a loan bearing interest at
6%, with a term of
12 months of the date received. At March 31, 2022 and 2021,
accrued interest on this note totals $0
and $0,
respectively.
(e)
Additional detail to all
Notes Payable is as follows:
SCHEDULE OF NOTES PAYABLE
March
31,
2022 |
|
|
December
31,
2021 |
|
|
Interest |
|
|
Interest
Expense |
|
|
|
|
|
Principal |
|
|
Principal |
|
|
Rate |
|
|
3/31/2022 |
|
|
12/31/2021 |
|
|
Maturity |
|
|
$ |
100,000 |
|
|
|
100,000 |
|
|
|
5.00 |
% |
|
|
1,500 |
|
|
|
2,684 |
|
|
|
7/20/22 |
|
|
|
100,000 |
|
|
|
100,000 |
|
|
|
5.00 |
% |
|
|
1,500 |
|
|
|
2,404 |
|
|
|
8/6/22 |
|
|
|
722,000
|
|
|
|
0
|
|
|
|
6.00
|
% |
|
|
43,320
|
|
|
|
0
|
|
|
|
12/31/22 |
|
|
|
50,000 |
|
|
|
0 |
|
|
|
6.50 |
% |
|
|
0 |
|
|
|
0 |
|
|
|
03/30/23 |
|
(f)
IMPUTED
INTEREST
During
the three months ended March 31, 2022 and 2021, the Company
recorded imputed interest on a non-interest-bearing note in the
amount of $3,360 and $3,360, respectively, as an
increase in additional paid in capital.
NOTE 9 – COMMITMENTS AND
CONTINGENCIES
The Company has agreed to make yearly contributions of
250,000
for each of the next three
years to support Neurosurgery to an accredited school with a
501(c)(3) tax designation.
NOTE
10 - STOCKHOLDERS’
EQUITY (DEFICIT)
ISSUANCES
OF COMMON STOCK
During
the three months ended March 31, 2022 and 2021, the Company issued
533,399 and
10,500,000 shares
of common stock with a fair market value of $863,108
and
$471,000,
respectively,
for services rendered. The services performed during the quarter
were, legal, IR services, IT and consulting services for art
procurement, medical advisory and service related to a 501c
charitable organization. All services performed were from outside,
unrelated third parties.
GLOBAL
TECH INDUSTRIES GROUP, INC.
Notes
to the Unaudited Condensed Consolidated Financial
Statements
March
31, 2022
In
the first quarter of 2022 the major components,
131,923 shares
were issued were for professional services to continue operating
efforts and 250,000 shares for donations fair market value of
$715,473,
250,000 shares
were issued for donations fair market value of $410,000.
In 2021 6,000,000
shares
of common stock valued at $6,000,000
was
issued and held in escrow for a stock purchase agreement of Gold
Transactions international, Inc. and 4,500,000
shares
were issued for professional services valued at $471,000.
STOCK
OPTIONS
On
December 19, 2020, in conjunction with the conversion of related
party notes, accrued interest and compensation, the Company
authorized the issuance of 4,500,664
stock options with the following features:
|
|
● |
One
option allows for the purchase of one share of common
stock |
| |
● |
The
strike price of the option is $.01 |
| |
● |
The
conversion term is 2 years from issuance
date |
| |
● |
All
options are vested immediately |
Stock
option activity for the three months ended March 31, 2022 are as
follows:
SCHEDULE OF STOCK OPTION
| |
|
|
|
|
Weighted |
|
|
Weighted |
|
|
|
|
| |
|
|
|
|
Average |
|
|
Average |
|
|
Aggregate |
|
| |
|
|
|
|
Exercise |
|
|
Remaining |
|
|
Intrinsic |
|
| |
|
Shares |
|
|
Price |
|
|
Term |
|
|
Value |
|
|
Outstanding
at December 31,2021 |
|
|
4,500,664 |
|
|
$ |
.01 |
|
|
|
1
yr |
|
|
$ |
427,563 |
|
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Granted |
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
| Exercised |
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
| Forfeited |
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
| Outstanding
at March 31, 2022 |
|
|
4,500,664 |
|
|
$ |
.01 |
|
|
|
.75
yrs |
|
|
$ |
427,563 |
|
GLOBAL
TECH INDUSTRIES GROUP, INC.
Notes
to the Unaudited Condensed Consolidated Financial
Statements
March
31, 2022
WARRANTS
On
March 22, 2021, GTII entered into a warrant agreement with Liberty
Stock Transfer Agent (“Liberty”), whereby Liberty agreed to act as
GTII’s warrant agent in its offering of warrants to GTII’s
shareholders (each, a “Warrant”). All shareholders of record on
April 1, 2021, were issued 0.10 of
a Warrant per share of Common Stock held of record by such holder.
This agreement created
23,364,803 warrants to the shareholders of the Company as a
dividend valued at $57,689,800, and recorded as a decrease in
retained earnings with the offsetting entry to paid in capital. The
Warrants were issued on April 8, 2021. Each full Warrant shall be
exercisable into one share of GTII’s common stock at an exercise
price of $2.75.
The Warrants shall expire on April 8,
2023. Manhattan Transfer Registrar Co. shall act as co-agent
with Liberty. On July 27, 2021, the Company filed an Amended
Registration Statement to register the warrants to be free trading
when exercised.
SCHEDULE OF WARRANTS ISSUANCE OF FAIR VALUE
ASSUMPTIONS
| |
|
2021
Warrants
|
|
| Assumptions: |
|
|
|
|
|
Assumptions
applicable to stock options issued |
|
|
|
|
|
Risk-free
interest rate |
|
|
.25-
% |
|
|
Expected
lives (in years) |
|
|
2- |
|
|
Expected
stock volatility |
|
|
266-
% |
|
|
Dividend
yield |
|
|
- |
|
Warrant
transactions are as follows:
SCHEDULE OF WARRANTS
|
|
|
|
|
|
Weighted |
|
|
Weighted |
|
|
|
|
|
|
|
|
|
|
Average |
|
|
Average |
|
|
Aggregate |
|
|
|
|
|
|
|
Exercise |
|
|
Remaining |
|
|
Intrinsic |
|
|
|
|
Shares |
|
|
Price |
|
|
Term |
|
|
Value |
|
|
Outstanding
at January 1, 2021 |
|
|
23,364,803 |
|
|
$ |
2.75 |
|
|
|
2.0
yrs |
|
|
$ |
57,689,800 |
|
| Granted |
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
(8,471 |
) |
| Exercised |
|
|
(3,080 |
) |
|
|
2.75 |
|
|
|
- |
|
|
|
- |
|
| Forfeited |
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
| Outstanding
at December 31, 2021 |
|
|
- |
|
|
$ |
- |
|
|
|
- |
|
|
$ |
- |
|
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Granted |
|
|
23,361,723 |
|
|
|
2.75 |
|
|
|
1.25
yrs |
|
|
$ |
57,681,330 |
|
| Exercised |
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
| Forfeited |
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
| Outstanding
at March 31, 2022 |
|
|
23,361,723 |
|
|
$ |
2.75 |
|
|
|
1.00
yrs |
|
|
$ |
57,681,330 |
|
OTHER
During
the three months ended March 31, 2022 and 2021, the Company
recorded imputed interest on a non-interest-bearing note in the
amount of $3,360 and $3,360, respectively, as an
increase in additional paid in capital (see Note 8).
GLOBAL
TECH INDUSTRIES GROUP, INC.
Notes
to the Unaudited Condensed Consolidated Financial
Statements
March
31, 2022
NOTE
11 - LEGAL
ACTIONS
On
December 30, 2016, the Company executed a stock purchase agreement
(the “Agreement”), which was signed and closed in Hong Kong, with
GoFun Group, Ltd. through its wholly owned subsidiary Go F & B
Holdings, Ltd. GoFun Group, Ltd. is a privately held company
running a casual dining restaurant business, based in Hong Kong.
Subsequent to the agreement
being signed, GoFun Group failed to substantially perform under the
agreement, including, but not limited to providing audited
financials of its assets, making the ongoing payments called for in
the agreement, along with other matters that led Global Tech to
initiate litigation in the United States. Currently, Global Tech
and GoFun are litigating the matter in the U.S District Court for
the Southern District of New York, Docket No.17-CV-03727. On
October 2, 2019, the Company was able to secure, via preliminary
settlement, the return of 43,649,491
shares of the Company’s stock out of the original 50,649,491 that
were issued in good faith to GoFun in anticipation of a final stock
exchange. That stock has been returned to the Company’s treasury
and cancelled. On May 14, 2021, the Superior Court of New Jersey,
Chancery Division: Monmouth County (docket no. PAS-MON-C-60-21)
issued an order restraining the removal of restrictive legends on
the remaining 7,000,000
shares of stock, pending further order of the New Jersey Court. The
underlying matter currently in the U.S. district Court for the
Southern District of New York, remains pending.
On
March 17, 2021, the Company filed an action against Pacific
Technologies Group, Inc., Rollings Hills Oil and Gas Inc., Demand
Brands, Inc., Innovativ Media Group, Inc., Tom Coleman, and Bruce
Hannan, in the Supreme Court of the State of New York, County of
New York (Index No. 651771/2021), alleging fraud, rescission and
cancellation of a written instrument, unconscionability, breach of
contract, breach of good faith and fair dealing, unjust enrichment,
and civil conspiracy. The action stems from a stock purchase
agreement entered into by the Company and Pacific Technologies
Group, Inc. (then known as Demand Brands, Inc.) on October 16,
2018. On May 22, defendants filed a motion seeking additional time
to answer. As of March 31, 2022, no ruling on that motion has been
entered.
On
August 16, 2021, the Company filed an action against David Wells,
in the United States District Court for the Southern District of
New York (Case 1:21-cv-06891) seeking injunctive relief and
relinquishment of
150,000 shares
held in the name of David Wells. As of December 31, 2021, David
Wells has not yet filed an answer to the Company’s complaint. On
November 11, 2021, David Wells filed an action against GTII in the
United States District Court for the District of Nevada,(Case
2:21-cv-02040) claiming a violation of the duty to register
transfer of shares. As of March 31, 2022, the parties are engaged
in briefing jurisdictional motions.
On
August 24, 2021, the Company filed an application for a temporary
restraining (“TRO”) order in the Superior Court of New Jersey,
Chancery Division: Monmouth County (Docket No.: Mon-C-132-21)
seeking to restrain Liberty Stock Transfer, Inc. from removing
restrictive legends from 6,000,000
shares of Company stock held in the name of International Monetary,
as well as from transferring said shares. The Court granted the TRO
effective until September 28, 2021. On September 28, 2021, the
Court declined to issue any further restraints.
In
the interim, on September 16, 2021, International Monetary filed an
action against the Company in Clark County, Nevada (Case No:
A-21-841175-B) alleging breach of contract and breach good faith
and fair dealing, as well as a request for declaratory relief, and
temporary restraining order and preliminary injunction. On
September 30, 2021, the Company filed a notice of removal of the
action to the United States District Court for the District of
Nevada (Case 2:21-cv-01820), as well as a request for a temporary
restraining order enjoining International Monetary from taking any
action to remove the restrictive legend shares from Company shares
held in its name. On October 14, 2021, International Monetary filed
a motion to strike the petition for removal. As of March 31, 2022,
no ruling on that motion has been entered.
NOTE
12 – SUBSEQUENT
EVENTS
The
Company has evaluated events subsequent to the balance sheet
through the date the financial statements were issued and noted the
following events requiring disclosure:
On
April 19, 2022 the Company closed the sale of its Beyond Block
Chain Business. Included in the terms of the sale was cash payment
of $25,000, and a continuing 10% interest from Parabolic
Technologies which will be distributed in the form of a proprietary
token. The assets sold are still included in this quarterly
filing.
On May 9, 2022, the company declared and began distribution of a
dividend to its shareholders as of May 9, 2022 in the form of a
digital token, which can be traded on various cryptocurrency
platforms, including trade.beyondblockchain.us.
The
Company is in ongoing discussions to unwind the recently completed
acquisition of Bronx Eye Care and My Retina. While there are no
definitive terms yet both sides agree that this would be the best
course of action moving forward and would be effective January 1,
2022. As the result of this the Company did not include the results
of Bronx Eye Care and My Retina’s results of operations or assets
and liabilities in this filing.
Through
May 9, 2022 the company has issued 797,457 shares of common
stock for financing and operating purposes.
ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS
Cautionary
Statements
This
Form 10-Q may contain “forward-looking statements,” as that term is
used in federal securities laws, about Global Tech’s consolidated
financial condition, results of operations and business. These
statements include, among others:
|
● |
statements
concerning the potential benefits that may be experienced from
business activities and certain transactions contemplated or
completed; and |
| |
|
| ● |
statements
of our expectations, beliefs, future plans and strategies,
anticipated developments and other matters that are not historical
facts. These statements may be made expressly in this Form 10-Q.
You can find many of these statements by looking for words such as
“believes,” “expects,” “anticipates,” “estimates,” “opines,” or
similar expressions used in this Form 10-Q. These forward-looking
statements are subject to numerous assumptions, risks and
uncertainties that may cause our actual results to be materially
different from any future results expressed or implied in those
statements. The most important facts that could prevent us from
achieving our stated goals include, but are not limited to, the
following: |
|
a) |
volatility
or decline of Global Tech’s stock price; potential fluctuation of
quarterly results; |
| |
|
| b) |
Potential
fluctuation of quarterly results; |
| |
|
| c) |
failure
to earn revenues or profits; |
|
d) |
inadequate
capital to continue or expand our business, and inability to raise
additional capital or financing to implement our business
plans; |
| |
|
| e) |
failure
to commercialize our technology or to make sales; |
| |
|
| f) |
decline
in demand for our products and services; |
| |
|
| g) |
Rapid
adverse changes in markets; |
| |
|
| h) |
litigation
with or legal claims and allegations by outside parties against
GTII, including but not limited to challenges to intellectual
property rights;and |
| |
|
| i) |
insufficient
revenues to cover operating costs. |
Overview
of Business
Global
Tech Industries Group, Inc. (“Global Tech”, “GTII”, “we”. “our”,
“us”, “the Company”, “management”) is a Nevada corporation which
has been operating under several different names since
1980.
Western
Exploration, Inc., a Nevada corporation, was formed on July 24,
1980. In 1990, Western Exploration, Inc. changed its name to Nugget
Exploration, Inc. On November 10, 1999, a wholly owned subsidiary
of Nugget Exploration, Inc., Nugget Holdings Corporation, merged
with and into GoHealthMD, Inc., a Delaware corporation. Shortly
thereafter, Nugget Exploration, Inc. changed its name to
GoHealthMD, Inc., a Nevada corporation.
On
August 18, 2004, GoHealthMD, Inc., the Nevada Corporation, changed
its name to Tree Top Industries, Inc. On July 7, 2017, Tree Top
Industries, Inc. changed its name to Global Tech Industries Group,
Inc. TTII Strategic Acquisitions & Equity Group, Inc., a
Delaware corporation, G T International Group, Inc. a Wyoming
corporation and Global Tech Health, Inc. a Nevada corporation, all
were formed by GTII in the anticipation of technologies, products,
or services being acquired. Not all subsidiaries have current
operations.
On
February 28, 2021, the Company signed a binding stock purchase
agreement with Gold Transactions International, Inc. (“GTI”) a
privately held Utah corporation. GTI acquired a license from a
private Nevada Corporation which operated, via a joint venture, in
the business of buying and selling gold on a global basis through a
private network of companies. The license agreement gave GTI access
to the private network, and an exclusive right to market and
promote the gold buy/sell program to expand the buying power of the
network. GTI and its network affiliates, purchases gold from
artisan miners throughout the world and transports, assays, refines
and sells the gold in the Dubai Multi Commodities Centre, (“DMCC”),
a free trade zone in Dubai. The Company plans to raise capital for
GTI and advance those funds into the gold network. Although
6,000,000 shares have been issued for this agreement, they are
being held in escrow awaiting final performance criteria to be met
and are therefore issued but not outstanding. All extension
agreements for this acquisition have expired, but neither party has
initiated a termination of the agreement through the date of
issuance of these financial statements.
During
the first quarter of 2021, the Company entered into binding
agreements with a company in the field of eye care, retail eye wear
and full scope optometry. The Bronx Family Eye Care, Inc. is a
company that provides retail eyewear and medically oriented full
scope optometry at four brick and mortar locations. Bronx Family’s
licensed optometrists use cutting-edge equipment to provide
diagnosis and treatment for diseases of the eye, as well as
corrective eyewear. Bronx Family also performs edging of lenses for
its customers at their in-house facility, as well as providing
services to outside practices. Effective December 27, 2021, Bronx
Family Eye Care completed the closing requirements, the agreement
was closed and Bronx became a reporting subsidiary of the Company.
Bronx Family Eye Care, Inc. (“Bronx”) was incorporated in the State
of New York on June 30, 2016. Both parties have agreed to unwind
this acquisition as of January 1, 2022.
During
the 2nd quarter 2021, the Company entered into a binding
agreement with My Retina. My Retina is a SaaS (Software as a
Service) software and practice management company that fills an
important need for their client-companies to satisfy diagnostic
medical care measures in an in- home/house-call setting. My Retina
licenses, leases, and operates its proprietary telemedicine
software, as well as medical equipment, which together expedite
diagnostic medical eye exam data to its corporate clients. Eyecare
and Eyewear, Inc. is a diagnostic medical eye exam company that
provides on-demand services of at-home eye exams to patients, as
well as bulk exams conducted at medical offices, and virtual exams
conducted through telemedicine software. . Both parties have
agreed to unwind this acquisition as of January 1, 2022.
During
the second quarter of 2021, the Company signed an agreement with
Alt5 Sigma to host a trading platform. The Company then launched
Beyond Blockchain (a GTII company) on June 18, 2021, an online
cryptocurrency trading platform that provides access to Digital
Currency and is changing the way customers transact with Digital
Assets. Beyond Blockchain is a registered Money Services Business
under FINTRAC guidelines and incorporates world class AML and KYC
technology. It uses two-factor authentication to secure customers’
assets as well as AI liveness testing to secure the user
experience. Beyond Blockchain which has been sold subsequent to
this quarter allows multi-currency clearing and direct settlements
in Bitcoin (BTC), Ethereum (ETH), Tether (USDT), Bitcoin Cash
(BCH), Litecoin (LTC), Bitcoin SV (BSV), Aave (AAVE), Compound
(COMP), Uniswap (UNI), Chainlink (LINK) and Yearn Finance
(YFI).
Beginning
in April of 2021, the Company has been working towards tokenizing
its fine art collection. If this is approved, the Company would
mint 1,000,000,000 tokens of the GFT Token, with 26,000,000 of them
being registered herein for distribution. Once minted, each
shareholder, as of the to be determined record date, would be
entitled to receive one GFT Token for every 10 shares of GTII
Common Stock beneficially held in their name.
On
August 23, 2021, GTII and We SuperGreen Energy Corp (“WSGE”) signed
a binding letter agreement to engage in a merger/business
combination, for the best interests of the shareholders of both
GTII and WSGE, pursuant to which WSGE will become a wholly-owned
subsidiary of GTII. The shareholders of WSGE (the “WSGE
Shareholders”) will become the majority shareholders of GTII,
owning that amount of newly-issued common stock of GTII (the “GTII
Common Stock”) to be mutually-agreed upon by the parties and
memorialized in a stock purchase agreement, subject to the terms
and conditions set forth in the agreement. The completion of an
audit of the financial statements of WSGE since its inception,
inclusive of the starting balance sheet as of its inception date
(the “Audited Financial Statements”), by an auditor that is subject
to the public company accounting oversight board (“PCAOB”), and
acceptable to GTII is a condition to be met before the closing of
the transaction can occur. In January, 2022, GTII terminated the
agreement for non-performance of the closing
requirements.
On
October 5, 2021, the Company signed a letter of intent with
Classroom Salon (CS), to define the terms of an acquisition of all
outstanding shares of CS. CS uses interfaces, workflows and
proprietary algorithms, providing a tool to author, deploy, teach
and assess school courses, seminars and other study groups and then
integrate them with other learning platforms at any educational
levels.
On November 9, 2021, GTII, and Trento Resources and Energy Corp,
(“Trento”) a corporation organized under the laws of the State of
Delaware, signed a binding stock purchase agreement (“SPA”) to
engage in a merger/business combination, for the best interests of
the shareholders of both GTII and Trento, pursuant to which Trento
will become a wholly-owned subsidiary of GTII. Pursuant to the SPA,
GTII issued 100,000 shares of common stock to Sean Wintraub, with
100,000,000 shares to be issued upon Trento’s successful raising,
within six (6) months of funds sufficient to support large-scale
mining operations at the Trento Mining Project (the “Trento
Project”), located in the third region of Atacama, Chile, Copiapo.
In addition, and within six (6) months subsequent to the raising of
said funds, if GTII receives independent confirmation of the
presence of the geological resources in those amounts contained in
the Geological Estimation, the Company will issue Trento that
amount of common stock representing industry standard multipliers
for the value of that number of geological resources found listed
in the Geological Estimation. On December 9, 2021, GTII retained
Bertrand-Galindo Barrueto Barroilhet & Cia,
(“Bertrand-Galindo”) a firm headquartered in Santiago, Chile to
conduct a due diligence review of the Trento’s interests in
Inversiones Trento SpA and the related mining concessions,
operations, land easements, permits and assets related to the
Trento project. Bertrand-Galindo will also provide relevant
corporate, legal, regulatory and tax structure guidance as
needed.
On
December 18, 2021 the Company entered into a membership interest
purchase agreement with AT Gekko PR LLC, a Puerto Rico limited
liability company (“AT Gekko”), which owned 100% of the issued and
outstanding membership interests of Classroom Salon Holdings, LLC,
a Delaware limited liability company (“Classroom Salon Holdings”).
Also on December 18, 2021 AT Gekko executed an assignment to the
Company of it’s membership interests in Classroom Salon Holdings,
making Classroom Salon Holdings a wholly-owned subsidiary of the
Company. The transaction was also subject to certain post-closing
conditions as set forth in the membership interest purchase
agreement. The conditions include PCAOB audited financial
statements for 2020 and 2021, an amended license agreement with
Carnegie Mellon University, and the consummation of the acquisition
of Classroom Salon, LLC.
On
January 10, 2022, GTII executed a memorandum of understanding with
DTXS Auction, Ltd., a wholly-owned subsidiary of DTXS Silk Road
Investment Holdings Company, Ltd., (HKSE code 0620). On January 31,
2022, GTII executed a proposal sheet with DTXS Auction, Ltd., for
the proposed exchange of 100,000 shares of the Company’s common
stock for 350,000 shares of the common stock of DTXS Silk Road
Investment Holdings Company, Ltd. The proposal sheet provides that,
in consideration for the share exchange, DTXS will (a) develop a
Chinatown art district within the Company’s planned Metaverse and
(b) provide the Company with access to Chinese art pieces that it
owns, controls or has access to, from eras of Chinese antiquity.
This transaction has not been completed as of the date of these
financial statements.
Also
on January 10, 2022, GTII executed an irrevocable gift agreement
with Icahn School of Medicine at Mount Sinai for the donation of
250,000 shares of the Company’s commons stock over each of the next
three years, inclusive of 2022.
On
January 17, 2022, GTII executed a memorandum of understanding with
TCG Gaming B.V., a Netherlands based metaverse development company,
for the lease of a plot of virtual land in the TCG World
metaverse.
On
January 18, 2022, GTII’s subsidiary, Classroom Salon Holdings, LLC,
executed membership interest purchase agreements, as well as
assignments of membership interests, resulting in the acquisition
of 100% of Classroom Salon, LLC, a Pennsylvania limited liability
company. On February 22, 2022, Classroom Salon, LLC, executed an
amended and restated license agreement with Carnegie Mellon
University. On February 25 2022, Classroom Salon Holdings, LLC
completed its requisite two-year, PCAOB audit. This
transaction has not been completed as of the date of these
financial statements.
On
March 9, 2022, GTII executed a non-binding Letter of Intent with
Wildfire Media Corp, relating to the acquisition of the assets and
liabilities of 1-800-Law-Firm, PLLC, a Delaware
Corporation.
Employees
As of
March 31, 2022 the company employs two individuals in executive
positions.
RESULTS
OF OPERATIONS
Results
of Operations for the Three Months Ended March 31, 2022 Compared to
Three Months Ended March 31, 2021:
There
were no revenues generated during the three months ended March 31,
2022 and 2021. Our general operating expenses increased from
$724,297 in 2021 to $1,142,845 in 2022. The increase was primarily
the result of an increase in professional services including
investor relations, IT, legal, accounting and consulting for our
digital asset platform, fine art and medical advisory board, as
well as charitable service contributions. The Company issued
$863,108 in stock to our professionals during the first quarter
2022 as compared to $471,000 for the first quarter 2021. Our
interest expense increased to $58,527 for the three months ended
March 31, 2022 from $19,445 for the three months ended March 31,
2021. We also had unrealized loss from our marketable securities of
$(27,000) for the three months ended March 31, 2022, compared to a
gain of $68,000 for the three months ended March 31,
2021.
Our
net loss increased by $555,630 from $(675,742) in the first quarter
2021 to a loss of $(1,228,372) in the first quarter 2022. The
primary reason for this increase was the increase in professional
services, as the Company entered a growth stage of acquisitions and
funding requirements. We expect that our losses will continue until
we are able to establish a consistent revenue source and finalize
our projected acquisitions.
LIQUIDITY
AND CAPITAL RESOURCES
At
March 31, 2022 we had cash on hand of $349,818 compared to $359,143
at December 31, 2021. Cash provided by our operations was $35,121
during the three months ended March 31, 2022 compared to cash used
of $(72,518) during the three months ended March 31, 2021. Our
operations are supported by our CEO who uses individual credit to
pay for expenses of the Company. In the first three months of 2022
our CEO advanced $339,955 as compared to cash advance of $51,615
during 2021. During the three months ended March 31, 2022, the
Company reimbursed our CEO $250,470 compared to $0 for the three
months ended March 31, 2021. We anticipate that we will continue to
have a negative cash flow from operations for 2022. We have
sufficient cash on hand at March 31, 2022 to cover our negative
cash flow. We will attempt to raise capital through the sale of our
common stock or through debt financing,
Some
of Global Tech’s past due obligations, including $338,000 of
accounts payable, and $113,000 of notes payable and judgments, were
incurred or obtained prior to 2005. No actions have been taken by
any of the applicable creditors, and the statute of limitations has
been exceeded for the creditors to seek legal action. Global Tech
believes that these obligations will not be satisfied in the future
because the statute of limitations has been exceeded, and is
currently seeking a judicial resolution to these
obligations.
Any
remedy to our current lack of liquidity must take into account all
the foregoing liabilities. Global Tech intends to expand and
develop its new acquisition operating activities to generate
significant cashflow to allow it to pay its current obligations and
settle its remaining obligations. Capital raise plans are under
consideration but it cannot be assured that they will materialize
in the current economic environment. Currently, Global Tech is
without adequate financing or liquid assets. Because no actions
have been taken on the aforementioned past due obligations and
demand has not been made by the applicable current note holders, we
are unable to accurately quantify the effect the overdue accounts
have on Global Tech’s financial condition, liquidity and capital
resources. However, in the event that all of these obligations and
notes payable were required to be paid in an amount equal to the
full balance of each, Global Tech would not be able to meet the
obligations based upon its current financial status. The liquidity
shortfall of $(2,393,238) would cause Global Tech to default and,
further, would put our continued viability in jeopardy.
Going
Concern Qualification
The
Company has incurred significant losses from operations, and such
losses are expected to continue. The Company’s auditors have
included a “Going Concern Qualification” in their report for the
year ended December 31, 2021. In addition, the Company has limited
working capital. The foregoing raises substantial doubt about the
Company’s ability to continue as a going concern. Management’s
plans include seeking additional capital and/or debt financing.
There is no guarantee that additional capital and/or debt financing
will be available when and to the extent required, or that if
available, it will be on terms acceptable to the Company. The
financial statements do not include any adjustments that might
result from the outcome of this uncertainty. The “Going Concern
Qualification” may make it substantially more difficult to raise
capital.
Potential
Impact of COVID-19
The
Company is concerned that the COVID-19 virus may impact the
Company’s ability to raise additional equity capital due to the
uncertainty of the virus’ effects on the economy and capital
markets, which may make potential investors less likely to invest
during the pandemic. This may affect the Company’s ability to raise
equity capital to meet its financial obligations, implement its
business plan and continue as a going concern.
Off-Balance
Sheet Arrangements
We
have no off-balance sheet arrangements.
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 March 31,
2022.
Changes
in Internal Controls over Financial Reporting
There
were no changes in our internal control over financial reporting
that occurred during the fiscal quarter ended March 31, 2022 that
has materially affected, or is reasonably likely to materially
affect, our internal control over financial reporting.
PART II OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
On
December 30, 2016, the Company executed a stock purchase agreement
(the “Agreement”), which was signed and closed in Hong Kong, with
GoFun Group, Ltd. through its wholly owned subsidiary Go F & B
Holdings, Ltd. GoFun Group, Ltd. is a privately held company
running a casual dining restaurant business, based in Hong Kong.
Subsequent to the agreement
being signed, GoFun Group failed to substantially perform under the
agreement, including, but not limited to providing audited
financials of its assets, making the ongoing payments called for in
the agreement, along with other matters that led Global Tech to
initiate litigation in the United States. Currently, Global Tech
and GoFun are litigating the matter in the U.S District Court for
the Southern District of New York, Docket No.17-CV-03727. On
October 2, 2019, the Company was able to secure, via preliminary
settlement, the return of 43,649,491 shares of the Company’s stock
out of the original 50,649,491 that were issued in good faith to
GoFun in anticipation of a final stock exchange. That stock has
been returned to the Company’s treasury and cancelled. On May 14,
2021, the Superior Court of New Jersey, Chancery Division: Monmouth
County (docket no. PAS-MON-C-60-21) issued an order restraining the
removal of restrictive legends on the remaining 7,000,000 shares of
stock, pending further order of the New Jersey Court. The
underlying matter currently in the U.S. district Court for the
Southern District of New York, remains pending.
On
March 17, 2021, the Company filed an action against Pacific
Technologies Group, Inc., Rollings Hills Oil and Gas Inc., Demand
Brands, Inc., Innovativ Media Group, Inc., Tom Coleman, and Bruce
Hannan, in the Supreme Court of the State of New York, County of
New York (Index No. 651771/2021), alleging fraud, rescission and
cancellation of a written instrument, unconscionability, breach of
contract, breach of good faith and fair dealing, unjust enrichment,
and civil conspiracy. The action stems from a stock purchase
agreement entered into by the Company and Pacific Technologies
Group, Inc. (then known as Demand Brands, Inc.) on October 16,
2018. On May 22, defendants filed a motion seeking additional time
to answer. As of December 31, 2021, no ruling on that motion has
been entered.
On
August 16, 2021, the Company filed an action against David Wells,
in the United States District Court for the Southern District of
New York (Case 1:21-cv-06891) seeking injunctive relief and
relinquishment of 150,000 shares held in the name of David Wells.
As of December 31, 2021, David Wells has not yet filed an answer to
the Company’s complaint. On November 11, 2021, David Wells filed an
action against GTII in the United States District Court for the
District of Nevada,(Case 2:21-cv-02040) claiming a violation of the
duty to register transfer of shares. As of December 31, 2021, the
parties are engaged in briefing jurisdictional motions.
On
August 24, 2021, the Company filed an application for a temporary
restraining (“TRO”) order in the Superior Court of New Jersey,
Chancery Division: Monmouth County (Docket No.: Mon-C-132-21)
seeking to restrain Liberty Stock Transfer, Inc. from removing
restrictive legends from 6,000,000 shares of Company stock held in
the name of International Monetary, as well as from transferring
said shares. The Court granted the TRO effective until September
28, 2021. On September 28, 2021, the Court declined to issue any
further restraints.
In
the interim, on September 16, 2021, International Monetary filed an
action against the Company in Clark County, Nevada (Case No:
A-21-841175-B) alleging breach of contract and breach good faith
and fair dealing, as well as a request for declaratory relief, and
temporary restraining order and preliminary injunction. On
September 30, 2021, the Company filed a notice of removal of the
action to the United States District Court for the District of
Nevada (Case 2:21-cv-01820), as well as a request for a temporary
restraining order enjoining International Monetary from taking any
action to remove the restrictive legend shares from Company shares
held in its name. On October 14, 2021, International Monetary filed
a motion to strike the petition for removal. As of December 31,
2021, no ruling on that motion has been entered.
ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF
PROCEEDS
There
were no unregistered shares of common stock sold for cash during
the three months ended March 31, 2022.
There
were shares of common stock issued for legal, marketing, and other
professional services rendered to the Company by five consultants
in the aggregate amount of 533,399 shares during the three months
ended March 31, 2022.
ITEM 3. DEFAULTS UPON SENIOR SECURITIES
|
The
Company has the following note payable obligations in
default: |
|
|
|
|
| |
|
|
|
|
|
Note
payable to Facts and Comparisons due September 1, 2002, with
interest accrued at 6% per annum, unsecured, in settlement of a
trade payable; unpaid to date and in default |
|
|
18,000 |
|
| |
|
|
|
|
|
Note
payable to Luckysurf.com due September 12, 2002 with interest
accrued at 6% per annum, unsecured, in settlement of a trade
payable; unpaid to date and in default |
|
|
30,000 |
|
| |
|
|
|
|
|
Note
payable to Michael Marks (a shareholder) due August 31, 2000 with
interest accrued at 5% per annum, unsecured; unpaid to date and in
default |
|
|
25,000 |
|
| |
|
|
|
|
|
Note
payable to Steven Goldberg (a former consultant) due July 10, 2002,
unsecured with interest of 7% accrued if unpaid at due date, in
settlement of liability; unpaid to date and in default |
|
|
40,000 |
|
| |
|
|
|
|
|
Note
payable to a corporation, unsecured with interest of 6% per annum,
unpaid to date and in default |
|
|
7,000 |
|
| |
|
|
|
|
|
Note
payable to a corporation, unsecured with interest accruing at 6%
per annum, unpaid to date and in default |
|
|
100,000 |
|
| |
|
|
|
|
|
Note
payable to a corporation, unsecured with interest accruing at 6%
per annum, unpaid to date and in default |
|
|
32,746 |
|
| |
|
|
|
|
|
Note
payable to a corporation, unsecured with interest accruing at 6%
per annum, unpaid to date and in default |
|
|
32,960 |
|
| |
|
|
|
|
|
Note
payable to a corporation, unsecured, non interest bearing, unpaid
to date and in default |
|
|
192,000 |
|
| |
|
|
|
|
|
Note
payable to an LLC, unsecured with interest accruing at 6% per
annum, unpaid to date and in default |
|
|
5,000 |
|
| |
|
|
|
|
|
Various
Notes payable to an individual, unsecured with interest accruing at
6% per annum, unpaid to date and in default |
|
|
388,376 |
|
| |
|
|
|
|
| Totals |
|
$ |
871,082 |
|
None
of these notes have been paid, and management has indicated that no
demand for payment for any of these notes has been received by the
Company. However, the Company received a notice of motion from
Luckysurf.com dated October 22, 2002, seeking entry of a judgment
for $30,000. No further information or action has been received by
the Company relating to this note.
ITEM 5. OTHER INFORMATION
Not
Applicable
ITEM 6. EXHIBITS
3.
Exhibits
|
EXHIBIT NO. |
|
DESCRIPTION |
| |
|
|
| 3.1 |
|
Articles of Incorporation of Global
Tech Industries Group, Inc., as amended (1) |
| |
|
|
| 3.2 |
|
By-Laws (2) |
| |
|
|
| 4.1 |
|
Warrant Agreement, by and between Global Tech
Industries Group, Inc. and Liberty Stock Transfer Agent
(25) |
| |
|
|
| 5.1 |
|
Opinion of McMurdo Law Group, LLC, legal counsel.
(26) |
| |
|
|
| 10.1 |
|
Employment Agreement, dated October
1, 2007, by and between GLOBAL TECH INDUSTRIES GROUP, INC. and
David Reichman (3) |
| |
|
|
| 10.2 |
|
Employment Agreement, dated April 1,
2009, by and between Tree Top Industries Inc. and Kathy Griffin
(4) |
| |
|
|
| 10.3 |
|
Bridge Loan Term Sheet, dated January
11, 2010, by and between TTII and GeoGreen Biofuels, Inc.
(5) |
| |
|
|
| 10.4 |
|
Business and Financial Consulting
Agreement, dated February 22, 2010, by and between GLOBAL TECH
INDUSTRIES GROUP, INC. and Asia Pacific Capital Corporation
(6) |
| |
|
|
| 10.5 |
|
Distribution Agreement, by and
between GLOBAL TECH INDUSTRIES GROUP, INC. and NetThruster, Inc.,
dated February 9, 2011(7) |
| |
|
|
| 10.6 |
|
Term Agreement by and between GLOBAL
TECH INDUSTRIES GROUP, INC. and Sky Corporation, doo, dated April
18, 2011 (8) |
| 10.7 |
|
Term Agreement by and between GLOBAL
TECH INDUSTRIES GROUP, INC. and Adesso Biosciences, Ltd, dated
October 12, 2011(9) |
| |
|
|
| 10.8 |
|
Term Agreement by and between GLOBAL
TECH INDUSTRIES GROUP, INC. and Stemcom, LLC d/b/a Pipeline
Nutrition, dated March 1, 2012(10) |
| |
|
|
| 10.9 |
|
Mutual disengagement agreement by and
between GLOBAL TECH INDUSTRIES GROUP, INC. and Stemcom, LLC d/b/a
Pipeline Nutrition, dated March 23, 2012(11) |
| |
|
|
| 10.10 |
|
Asset purchase Agreement by and
between TTII Oil & Gas, Inc. a subsidiary of GLOBAL TECH
INDUSTRIES GROUP, INC. and American Resource Technologies, Inc.
(12) |
| |
|
|
| 10.11 |
|
Letter of Intent Agreement, dated
April 12, 2019, by and between Global Tech Industries Group, Inc.,
First Capital Master Advisor, LLC and GCA Equity Partners, executed
on or before April 12, 2019 (13) |
| |
|
|
| 10.12 |
|
Termination of a Letter of Intent
Agreement, dated December 31, 2019, by and between Global Tech
Industries Group, Inc. First Capital Master Advisor, LLC and GCA
Equity Partners, executed on or before April 22,
2019(14) |
| |
|
|
| 10.13 |
|
Security Purchase Agreement, dated
November 22, 2020, by and between Global Tech Industries Group,
Inc. and Geneva Roth Remark Capital Holdings, Inc.
(15) |
| |
|
|
| 10.14 |
|
Stock Purchase Agreement, dated
February28, 2021 by and between Global Tech Industries Group, Inc.
and Gold Transactions International, Inc. (16) |
| |
|
|
| 10.15 |
|
Warrant Agreement, dated March 22,
2021, by and between Global Tech Industries Group, Inc. and Liberty
Stock Transfer Company, Inc. (17) |
| |
|
|
| 10.16 |
|
Binding Letter Agreement, dated March
23, 2021, by and between Global Tech Industries Group, Inc. and
Bronx Family Eye Care, Inc.(18) |
| |
|
|
| 10.17 |
|
Stock Purchase Agreement, dated March
31, 2021, by and between Global Tech Industries Group, Inc. and
Bronx Family Eye Care, Inc.(19) |
| |
|
|
| 10.18 |
|
Independent Contractor Agent
Agreement, dated April 7, 2021, by and between Global Industries
Group, Inc. and Mr. Ronald Cavalier (20) |
| |
|
|
| 10.19 |
|
Binding Letter Agreement, dated April
30, 2021, by and between Global Tech Industries Group, Inc. and
MyRetinaDocs, LLC (21) |
| |
|
|
| 10.20 |
|
Gold Transactions International, Inc.
completed its official audit and filed its financial disclosures,
as required by Stock Purchase Agreement, dated February 28, 2021,
by and between Global Tech Industries Group, Inc. and Gold
Transactions International, Inc. (22) |
| |
|
|
| 10.21 |
|
Binding Letter Agreement expanding
business combination, dated May 26, 2021, by and between Global
Tech Industries Group, Inc. and MyRetinaDocs, LLC
(23) |
| |
|
|
| 10.22 |
|
Stock Purchase Agreement by and
between Global Tech Industries Group, Inc and Trento Resources and
Energy Corp, dated November 9, 2021 (24). |
| |
|
|
| 22.1 |
|
Subsidiaries
(27) |
| |
|
|
| 23.1 |
|
Consent
of Pinnacle Accountancy Group of Utah (a dba of Heaton &
Company, PLLC) (28) |
| 1) |
Filed
November 13, 2009, as an exhibit to a Form 10-Q and incorporated
herein by reference. |
| |
Filed
January 3, 2012, as an exhibit to an 8 – K and incorporated herein
by reference. |
| |
Filed
April 12, 2013, as an exhibit to an 8 – K and incorporated herein
by reference. |
| |
|
| (2) |
Filed
July 19, 2010, as an exhibit to a Form 10-K/A and incorporated
herein by reference. |
| |
|
| (3) |
Filed
November 7, 2007, as an exhibit to a Form 8-K and incorporated
herein by reference. |
| |
|
| (4) |
Filed
March 25, 2010, as an exhibit to a Form 8-K and incorporated herein
by reference. |
| |
|
| (5) |
Filed
January 19, 2010, as an exhibit to a Form 8-K and incorporated
herein by reference. |
| |
|
| (6) |
Filed
July 19, 2010, as an exhibit to a Form 10-Q/A and incorporated
herein by reference. |
| |
|
| (7) |
Filed
February 9, 2011, as an exhibit to a Form 8-K and incorporated
herein by reference. |
| |
|
| (8) |
Filed
April 19, 2011, as an exhibit to a Form 8 - K and incorporated
herein by reference. |
| |
|
| (9) |
Filed
October 18, 2011, as an exhibit to a Form 8 - K and incorporated
herein by reference. |
| |
|
| (10) |
Filed
March 6, 2012, as an exhibit to a Form 8 – K and incorporated
herein by reference. |
| |
|
| (11) |
Filed
March 23, 2012, as an exhibit to a Form 8 – K and incorporated
herein by reference. |
| |
|
| (12) |
Filed
January 8, 2013, as an exhibit to a Form 8 – K and incorporated
herein by reference. |
| |
|
| (13) |
Filed
April 12, 2019, as an exhibit to a Form 8 – K and incorporated
herein by reference. |
| |
|
| (14) |
Filed
December 26, 2019, as an exhibit to a Form 8 -K and incorporated
herein by reference |
| |
|
| (15) |
Filed
November 27, 2020, as an exhibit to a Form 8 -K and incorporated
herein by reference |
| |
|
| (16) |
Filed
March 1, 2021, as an exhibit to a Form 8 – K and incorporated
herein by reference |
| |
|
| (17) |
Filed
March 23, 2021, as an exhibit to a Form 8 -K and incorporated
herein by reference |
| |
|
| (18) |
Filed
March 24, 2021, as an exhibit to a Form 8 – K and incorporated
herein by reference |
| |
|
| (19) |
Filed
April 6, 2021, as an exhibit to a Form 8 – K and incorporated
herein by reference |
| |
|
| (20) |
Filed
April 7, 2021, as an exhibit to a Form 8 - K and incorporated
herein by reference |
| |
|
| (21) |
Filed
April 30, 2021, as an exhibit to a Form 8 – k and incorporated
herein by reference |
| |
|
| (22) |
Filed
May 13, 2021, as an exhibit to a Form 8 – K and incorporated herein
by reference |
| |
|
| (23) |
Filed
June 6, 2021, as an exhibit to a Form 8 – K and incorporated herein
by reference |
| |
|
| (24) |
Filed
November 16, 2021, as an exhibit to a Form 8-K and incorporated
herein by reference |
SIGNATURES
Pursuant
to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, as amended, the Registrant has duly caused
this report to be signed on its behalf by the undersigned,
thereunto duly authorized.
| Dated:
May 20, 2022 |
GLOBAL
TECH INDUSTRIES GROUP, INC. |
| |
|
|
|
By: |
/s/
David Reichman |
| |
|
David
Reichman, Chairman of the Board, Chief Executive Officer, Chief
Financial Officer and Principal Accounting Officer |
Pursuant
to the requirements of the Securities Exchange Act of 1934, as
amended, this report has been signed below by the following persons
on behalf of the registrant and in the capacities and on the dates
indicated.
|
By: |
/s/
David Reichman |
|
Dated:
May 20, 2022 |
| |
David
Reichman, Chairman of the Board, Chief |
|
|
| |
Executive
Officer, Chief Financial Officer |
|
|
| |
and
Principal Accounting Officer |
|
|
| |
|
|
|
| By: |
/s/
Kathy M. Griffin |
|
Dated:
May 20, 2022 |
| |
Kathy
M. Griffin, Director, President |
|
|
| |
|
|
|
| By: |
/s/
Frank Benintendo |
|
Dated:
May 20, 2022 |
| |
Frank
Benintendo, Director & Secretary |
|
|
| |
|
|
|
| By: |
/s/
Donald Gilbert |
|
Dated:
May 20, 2022 |
| |
Donald
Gilbert, Director |
|
|
| |
|
|
|
|
By |
/s/ Michael Valle |
|
Dated May 20, 2022 |
| |
Michael Valle,
Director |
|
|
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