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UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
10-K/A
AMENDMENT No. 1
ANNUAL
REPORT PURSUANT TO SECTION 13 OR 15(d)
OF
THE SECURITIES EXCHANGE ACT OF 1934
For
the fiscal year ended December 31, 2021
Commission
file number
000-10210
GLOBAL TECH INDUSTRIES GROUP,
INC.
Nevada |
|
83-0250943 |
(State
or other jurisdiction of |
|
(I.R.S.
Employer |
incorporation
or organization) |
|
Identification
No.) |
511 Sixth Avenue,
Suite 800
New York,
New York
|
|
10011 |
(Address
of principal executive offices) |
|
(Zip
Code) |
212.204.7926
Registrant’s
telephone number, including
area
code:
Securities
Registered Pursuant to Section 12(b) of the Act:
None
Securities
Registered Pursuant to Section 12(g) of the Act:
Common Shares, par value $0.001 per share
(Title
of class)
Indicate
by check mark if the registrant is a well-known seasoned issuer, as
defined in Rule 405 of the Securities Act. Yes ☐
No ☒
Indicate
by check mark if the registrant is not required to file reports
pursuant to Section 13 or Section 15(d) of the Act. Yes ☐
No ☒
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 past 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 the 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 has filed a report on and
attestation to its management’s assessment of the effectiveness of
its internal control over financial reporting under Section 404(b)
of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered
public accounting firm that prepared or issued its audit report.
☐
Indicate
by check mark whether the registrant is a shell company (as defined
in Rule 12b-2 of the Exchange Act). Yes ☐
No ☒
The
aggregate market value of voting stock held by non-affiliates of
the registrant was approximately $248,492,160
as of
June 30, 2021 (computed by reference to the last sale price of a
share of the registrant’s common stock the last day of the
registrant’s second fiscal quarter as reported by Financial
Industry Regulatory Authority Bulletin Board).
There
were 239,965,515
shares outstanding of the registrant’s common stock as of March 21,
2022.
EXPLANATORY
NOTE
This Amendment No. 1 on Form 10-K/A (this “Amendment”) amends
Global Tech Industries Group, Inc.’s Annual Report on Form 10-K for
the year ended December 31, 2021, originally filed with the
Securities and Exchange Commission, or SEC, on April 15, 2022 (the
“Original Filing”). We are amending and refiling to include a
restatement of the value of our acquisition to Fair Market Value of
the shares issued on the date of closing of the transaction. This
change is reflected in our Balance Sheet, Statement of
Stockholders’ Deficit and detailed information in Footnote
2.
Except
as described above, no other changes have been made to the Original
Filing. Except as otherwise indicated herein, this Amendment
continues to speak as of the date of the Original Filing, and we
have not updated the disclosures contained therein to reflect any
events that occurred subsequent to the date of the Original Filing.
The filing of this Annual Report on Form
10-K/A is
not a representation that any statements
contained in items of our Annual Report on Form 10-K other than our
Balance Sheet, Statement of Stockholders’ Deficit and detailed
information in Footnote 2 are true or complete as of any date
subsequent to the Original Filing.
PART I
ITEM 1. BUSINESS
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.
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.
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.
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. On December 18, 2021, the
Company terminated the agreement for non-performance of the closing
requirements.
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. The KYC (know your customer) and AML (anti money
laundering) technologies utilize software to identify users through
the use of photo identification and pinpoint their transactions to
enhance transparency and reduce the possibility of fraud. They uses
twofactor authentication to secure customers’ assets as well as AI
liveness testing to secure the user experience. Beyond Blockchain
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 our prospectus is approved, the Company
would mint 1,000,000,000 tokens of the GFT Token, with 26,000,000
of them being registered 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
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 its membership interests in Classroom Salon Holdings,
which upon completion of the closing conditions, would make
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.
Organizational
History
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. GoHealthMD, Inc. continues to exist as a Delaware corporation
and wholly-owned subsidiary of Global Tech Industries Group, Inc.
NetThruster, Inc. MLN, Inc., BioEnergy Applied Technologies, Inc.
(“BAT”), Eye Care Centers International, Inc., GoHealthMD Nano
Pharmaceuticals, Inc., TTI Strategic Acquisitions and Equity Group,
Inc. and TTII Oil & Gas, Inc, all were formed by Global Tech in
the anticipation of technologies, products or services being
acquired. G T International, Inc. is a wholly owned subsidiary of
Global Tech Industries Group, Inc., existing as a Wyoming
corporation. Not all subsidiaries are currently active.
On
December 31, 2012, Global Tech and its new subsidiary, TTII Oil
& Gas, Inc., a Delaware corporation, signed a binding asset
purchase agreement with American Resource Technologies, Inc.
(“ARUR”), a Kansas corporation, to acquire all the assets of ARUR
for a purchase price of $513,538, which was paid in the form of
4,668,530 shares of Global Tech’s common stock as described in the
asset purchase agreement. The shares were valued at $0.11 per
share, based on the closing trading price of the common stock on
the Closing Date. The assets purchased from ARUR include a 75%
working interest in oil and gas leases in Kansas, as well as other
oil field assets, a natural gas pipeline, currently shut down that
is also located in Kansas, 25% interest in three other business
entities operating in Kansas, and accounts receivables from two
companies operating in Brazil in the amounts of $3,600,000 and
$3,600,000 respectively. TTII Oil & Gas, Inc. also purchased
three promissory notes in the amounts of $100,000, $100,000 and
$350,000, as well an overdue contract for revenue in the amount of
$1,000,000. Finally, a gun sight patent was also acquired from
Century Technologies, Inc. All accounts and notes receivable were
deemed uncollectable due to the age and circumstances, and
therefore were assessed no value in the asset purchase. The equity
ownerships were also deemed to be impaired due to the inactive
nature of the entities and were not allocated any value. The gun
sight patent was also not readily assessable as to value and no
purchase price was allocated to this asset. Also, due to the
mechanic’s lien and lawsuit on the oil leases, as well as the
absence of an official reserve report, the oil lease was also
impaired, and no value was recorded for this asset. In September
2015, the Chautauqua County Court decided that American Resource
Technologies Inc. management and Board of Directors improperly
acted and rendered the original Agreement a nullity. During 2019,
the Company removed additional obligations related to the ARUR
acquisition and settled legal fees due. During the 2nd
quarter 2020, the Company was successful in recalling the 4,668,530
shares and cancelling them from the shareholders list.
On
December 30, 2016, Global Tech Industries Group, Inc., a Nevada
corporation, 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. After 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
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’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 is 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. The Warrants do not have a cashless
exercise provision.
On
June 28, 2021, the Company increased its authorized shares of
common stock to 550,000,000.
On
September 3, 2021, the Company formed a new subsidiary,
incorporated in the state of Nevada, named Global Tech Health, Inc.
(“GTHI”). GTHI is wholly-owned by the Company and is intended to
act as the holding company for any acquired healthcare related
assets.
Corporate
History
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. On February 5, 1981, the Articles were amended, and the name
of the corporation was changed to Nugget Exploration, Inc. On
October 15, 1998, the Articles were amended and the number of
authorized shares of stock, par value $0.01 was reduced from
50,000,000 to 5,000,000. The number of issued shares, originally
30,106,000, became approximately 97,117 after the 310-to-1 reverse
stock split. On October 7, 1999, the Articles were amended and the
number of common shares of authorized stock was increased to
25,000,000, par value $0.01. On January 24, 2000, the Articles were
amended, and the Company changed its name to GoHealthMD, Inc. On
August 30, 2004, the Articles were amended, and the Company’s name
was changed to Tree Top Industries, Inc., the number of common
shares of authorized stock was increased to 75,000,000 with a par
value of $0.001, and the number of directors was changed from three
to five. On November 20, 2007, the Articles were amended and the
number of common shares of authorized stock was increased to
350,000,000 with a par value of $0.001, and blank check preferred
stock was authorized in the number of 50,000, with a par value of
$0.001. On December 28, 2011, the Articles were amended and the
number of common shares of authorized stock was increased to
1,000,000,000, with a par value of $0.001. On November 15, 2012,
the Articles were amended and the number of common shares of
authorized stock was reduced to 10,000,000 shares with a par value
of $0.001. The number of issued shares, originally 924,357,300,
became approximately 9,243,573 after the 100-to-1 reverse stock
split. On April 16, 2016, the Articles were amended through a
Certificate of Change to change the number of authorized common
shares through a 10 to 1 forward split to 100,000,000 shares. The
number of shares, originally 9,243,573 became approximately
92,435,730 after the forward split. On July 6, 2016, through a
Certificate of Change, 1,000 shares of the blank check preferred
stock were designated as Series A preferred shares of stock and
given the requisite powers of Series A preferred stock. On July 6,
2016, the Articles were amended to change the Company name from
Tree Top Industries, Inc. to Global Tech Industries Group, Inc. The
trading symbol was changed from TTII to GTII. On July 6, 2016, the
Articles were amended to increase the authorized shares of common
stock from 100,000,000 to 350,000,000 with a par value of $0.001.
On June 28, 2021, the Articles were amended to increase the
authorized shares of common stock from 350,000,000 to
550,000,000.
Research
and Development
Although
Global Tech’s staff is limited, it continues to monitor new
developments and any emerging technologies that it deems in line
with its stated mission as an early-stage company, of acquiring new
and innovative technologies in diverse industries.
Intellectual
Property
With
the acquisition of BAT, Global Tech acquired fifteen (15)
intellectual properties pertaining to the construction of the
mobile configuration and operation of the glyd-arc medical waste
destruction unit, as well as an enhanced configuration and novel
method for coal gasification.
There
is currently no use or activity involving the intellectual
properties of the Company, and accordingly, there is no recorded
value assigned to these assets.
Employees
As of
December 31, 2021, the Company employs two individuals in executive
positions and 19 employees/managers in it’s subsidiary Bronx Family
Eye Care, Inc.
Government
Regulation
Bioenergy
Applied Technologies, Inc.
According
to the Environmental Protection Agency (“EPA”), no registration of
the Bioenergy Applied Technologies, Inc. (“BAT”) system is required
because the waste destruction process does not involve
incineration. Incineration processes are subject to regulation by
the EPA. However, any hazardous waste destruction system that is
constructed will be subject to the state laws and regulations where
the system is located, as well as any regulations pertaining to the
storage, transporting and/or destroying hazardous waste. BAT is
also subject to government laws and regulations governing health,
safety, working conditions, employee relations, wrongful
termination, wages, taxes and other matters applicable to
businesses in general. The Company currently has no plans to
manufacture, sell, or use any BAT-related systems.
Competition
Bronx
Family Eye Care, Inc. operates in a mature, competitive industry,
with several national competitors as well as local companies
operating nearby.
Seasonality
Our
operations are not expected to be affected by seasonal
fluctuations, although our cash flow may be affected by
fluctuations in the timing of cash receipts from
customers.
ITEM 2. PROPERTIES
Currently,
GTII does not lease, rent or own any property, other than its
office, which acts only as a mail receipt center. Global Tech
Health, Inc. leases five properties, four in the Bronx and one in
upper Manhattan.
ITEM 3. LEGAL PROCEEDINGS
On
February 3, 2017, the Company filed suit in Eastern District
Federal Court New York against American Resource Technologies,
Inc., (ARUR) and several directors and officers relating to the
Chautauqua County Court Kansas decision nullifying the acquisition
Agreement of ARUR. The Company has made several attempts to recover
the shares of GTII stock paid to ARUR for the asset acquisition and
the various costs and expenses expended by GTII in fulfillment of
its obligations under the contract with ARUR. The failure of
non-litigation attempts to resolve the matter resulted in filing an
action for declaratory judgment in the US District Court for the
Eastern District of New York, Docket No. 17-CV-0698. The case was
subsequently withdrawn due to the close of ARUR operations. During
the 2nd quarter 2020, the Company was successful in
recalling the 4,668,530 shares and cancelling them from the
shareholders list.
On
December 30, 2016, the Company executed a stock purchase agreement
(the “Agreement”), which was signed and closed in Hong Kong, with
GoFun Group, Ltd. through its wholly owned subsidiary Go F & B
Holdings, Ltd. GoFun Group, Ltd. is a privately held company
running a casual dining restaurant business, based in Hong Kong.
Subsequent to the agreement being signed, GoFun Group failed to
substantially perform under the agreement, including, but not
limited to providing audited financials of its assets, making the
ongoing payments called for in the agreement, along with other
matters that led Global Tech to initiate litigation in the United
States. Currently, Global Tech and GoFun are litigating the matter
in the U.S District Court for the Southern District of New York,
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
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 affimation 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 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 4. Mine Safety
N/A
PART II
ITEM 5. MARKET FOR THE REGISTRANT’S COMMON EQUITY, RELATED
STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY
SECURITIES.
GTII’s
common stock is quoted through the over-the-counter market on the
OTC Market Group, Inc. Board. (“OTCQB”) under the symbol “GTII.”
The following table sets forth high and low sales prices of GTII
common stock for each fiscal quarter for the last two fiscal years
as reported by the OTC Markets., based on closing prices. The
prices in the table reflect inter-dealer prices, without retail
markup, markdown or commission and may not represent actual
transactions.
Years Ended December 31, 2021 and 2020 |
|
|
High |
|
|
Low |
|
First
Quarter ended March 31, 2020 |
|
|
$ |
0.038 |
|
|
$ |
0.017 |
|
Second
Quarter ended June 30, 2020 |
|
|
$ |
0.027 |
|
|
$ |
0.014 |
|
Third
Quarter ended September 30, 2020 |
|
|
$ |
0.052 |
|
|
$ |
0.013 |
|
Fourth
Quarter ended December 31, 2020 |
|
|
$ |
0.139 |
|
|
$ |
0.038 |
|
|
|
|
|
|
|
|
|
|
|
First
Quarter ended March 31, 2021 |
|
|
$ |
4.55 |
|
|
$ |
0.061 |
|
Second
Quarter ended June 30, 2021 |
|
|
$ |
3.45 |
|
|
$ |
1.09 |
|
Third
Quarter ended September 30, 2021 |
|
|
$ |
2.75 |
|
|
$ |
1.14 |
|
Fourth
Quarter ended December 31, 2021 |
|
|
$ |
2.14 |
|
|
$ |
0.55 |
|
As of
March 21, 2022, there were approximately 314 record holders of GTII
common stock, not including shares held in “street name” in
brokerage accounts. As of March 21, 2022, there were approximately
239,965,515 shares of GTII’s common stock issued and outstanding on
record.
Dividends
GTII
has not declared or paid any cash dividends on its common stock. On
March 23, 2021, GTII declared a dividend in the form of one warrant
for every ten shares of the Company’s common stock owned as of the
dividend record date of April 1, 2021. Each warrant entitles the
holder to purchase one share of the Company’s common stock at an
exercise price of $2.75 per share. The Company distributed the
dividend on April 8, 2021. The warrants have a term of two years
and expire on April 8, 2023.
Transfer
Agent and Registrar
The
transfer agent and registrar for GTII’s common stock is Liberty
Stock Transfer, Inc. The Company email address is: Liberty Stock
Transfer Co., Inc., 788 Shrewsbury Avenue, Suite 2163, Tinton
Falls, NJ 07724. (732)-372-0707.
Repurchases
of Our Securities
The
Company did not buy back any of their own stock during 2021 or
2020.
Sales
of Our Unregistered Securities during 2021 Not Previously
Disclosed
On
December 30, 2021, the Company sold 100,000 shares of its common
stock to an accredited investor in a private placement, pursuant to
Rule 506(b) of the Securities Act of 1933, as amended.
ITEM 6. Selected Financial Data
N/A
ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS
Cautionary
Statements
This
Form 10-K 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-K.
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-K. 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; |
|
|
b) |
potential
fluctuation of quarterly results; |
|
|
c) |
failure
to earn revenues or profits; |
|
|
d) |
inadequate
capital to continue or expand our business, and inability to raise
additional capital or financing to implement our business
plans; |
|
|
e) |
failure
to commercialize our technology or to make sales; |
|
|
f) |
decline
in demand for our products and services; |
|
|
g) |
rapid
adverse changes in markets; |
|
|
h) |
litigation
with or legal claims and allegations by outside parties against
GTII, including but not limited to challenges to intellectual
property rights; |
|
|
i) |
insufficient
revenues to cover operating costs; and |
|
|
J) |
inability
to make a business acquisition that is profitable for the Company
and its shareholders. |
There
is no assurance that we will be profitable, we may not be able to
successfully develop, manage or market our products and services,
we may not be able to attract and retain qualified executives and
technology personnel, we may not be able to obtain customers for
our products or services, our products and services may become
obsolete, government regulation may hinder our business, additional
dilution in outstanding stock ownership may be incurred due to the
issuance of more shares, warrants and stock options, or the
exercise of outstanding warrants and stock options, and other risks
inherent in our businesses.
Because
the statements are subject to risks and uncertainties, actual
results may differ materially from those expressed or implied by
the forward-looking statements. We caution you not to place undue
reliance on the statements, which speak only as of the date of this
Form 10-K. The cautionary statements contained or referred to in
this section should be considered in connection with any subsequent
written or oral forward-looking statements that we or persons
acting on our behalf may issue. We do not undertake any obligation
to review or confirm analysts’ expectations or estimates or to
release publicly any revisions to any forward-looking statements to
reflect events or circumstances after the date of this Form 10K, or
to reflect the occurrence of unanticipated events.
RESULTS
OF OPERATIONS
Results
of Operations for the Year Ended December 31, 2021, compared to the
Year Ended December 31, 2020:
During
the 2021 year, we generated revenues of $24,120, compared to $8,500
for 2020. Our revenues reported were from our subsidiary Bronx from
the date of acquisition of December 27, 2021 through December 31,
2021. Bronx had revenues in excess of $3 million during 2021 prior
to our acquisition. All Bronx revenues will be reported with the
Company moving forward. Our total operating expenses increased from
$2,573,359 in 2020 to $6,150,624 in 2021. The increase was
primarily the result of the increase in stock-based compensation to
our professionals. General and administrative expenses increased
from $65,856 in 2020 to $237,093 in 2021, an increase of $171,237,
mostly due to the increase in travel related expenses due to the
restrictions of Covid-19 being lifted. Compensation to officers and
service fees to professionals increased by $2,863,082, from
$2,507,236 to $5,370,318 due mostly to the increase in share-based
compensation, and medical benefits for employees. Depreciation
expense increased by $2,733 to $3,000 from $267 the prior
year.
Our
net loss increased by $3,284,436 to $6,062,922 in 2021 from
$2,778,486 in 2020, due to the increased stock-based compensation
in 2021, despite the $132,000 unrealized gain from marketable
securities.
LIQUIDITY
AND CAPITAL RESOURCES
On
December 31, 2021, we had cash on hand of $359,143 compared to
$2,479 on December 31, 2020, including the cash acquired in the
acquisition of Bronx of $238,972. We used cash in our operations of
$655,622 in 2021 compared to $173,399 in 2020, a 278% increase. We
(paid) raised net $(109,513) and $109,513 from related party loans
in 2021 and 2020, respectively. We anticipate that we will have an
increase in our cash flow from continuing operations with the
acquisition made during the year. We do not have sufficient cash on
hand on December 31, 2021, to cover our negative cash flow. We will
attempt to increase our operating activities with our acquisition
operations in 2022, and possibly 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. Action by any such creditor would
materially decrease our liquidity. Global Tech has no credit
facilities with which to resolve these outstanding obligations from
prior years but will attempt to fully resolve them upon a
successful capital raise and monetary action of the business. This
may have a negative impact on our future liquidity in the event we
must prioritize the repayment of these obligations when capital
becomes available. In December 2020, the officers, directors and
affiliates of the Company converted accrued wages and expenses of
$688,955 and $3,974,751 in notes payable and accrued interest to
stock and options.
Any
remedy to our current lack of liquidity must consider all the
foregoing liabilities. Global Tech intends to continue its pursuit
to raise capital to monetize its business and pay all its
liabilities. 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 assets. Because no actions have been taken on the past
due obligations and demand has not been made by the applicable
companies and individuals, we are unable to accurately quantify the
effect the overdue accounts have on Global Tech’s financial
condition, liquidity and capital resources. However, if all 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 $2,871,377 would cause Global Tech to
default and, further, would put our continued viability in
jeopardy.
CONTRACTUAL
OBLIGATIONS
The
Company has contractional obligations with numerous independent
service providers, as well as a monthly commitment to Alt5 Sigma to
host and support the Beyond Blockchain site and mobile app. Bronx
Family Eye Care, Inc. has various contractual obligations necessary
to carry on its operations.
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 net
losses and negative 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.
Critical
Accounting Policies and Estimates
Our
discussion and analysis of our financial condition and results of
operations are based upon our consolidated financial statements,
which have been prepared in accordance with U.S. generally accepted
accounting principles. These principles require us to make
estimates and judgments that affect the reported amounts of assets,
liabilities, revenue and expenses, cash flow and related disclosure
of contingent assets and liabilities. Our estimates include those
related to revenue recognition, accounts receivable reserves,
income and other taxes, stock-based compensation and equipment and
contingent obligations. We base our estimates on historical
experience and on various other assumptions that we believe to be
reasonable under the circumstances. Actual results may differ from
these estimates. To the extent that there are material differences
between these estimates and our actual results, our future
financial statements will be affected.
We
define our “critical accounting policies” as those U.S. generally
accepted accounting principles that require us to make subjective
estimates about matters that are uncertain and are likely to have a
material impact on our financial condition and results of
operations as well as the specific way, we apply those principles.
Our estimates are based upon assumptions and judgments about
matters that are highly uncertain at the time the accounting
estimate is made and applied and require us to continually assess a
range of potential outcomes. A detailed discussion of the critical
accounting policies that most affect our Company is in Footnote 2
of the notes to our financial statements.
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY
DATA
CERTIFIED
PUBLIC ACCOUNTING FIRM
REPORT
OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To
the Board of Directors and Stockholders of
Global
Tech Industries Group, Inc.
Opinion
on the Consolidated Financial Statements
We
have audited the accompanying consolidated balance sheets of Global
Tech Industries Group, Inc. (the Company) as of December 31, 2021,
and 2020 and the related consolidated statements of operations,
changes in stockholders’ equity (deficit) and cash flows for the
years then ended, and the related notes (collectively referred to
as the consolidated financial statements). In our opinion, the
consolidated financial statements present fairly, in all material
respects, the financial position of the Company as of December 31,
2021, and 2020 and the results of its operations and its cash flows
for the years then ended, in conformity with accounting principles
generally accepted in the United States of America.
Consideration
of the Company’s Ability to Continue as a Going
Concern
The
accompanying consolidated financial statements have been prepared
assuming that the Company will continue as a going concern. As
discussed in Note 1, the Company has incurred significant
accumulated deficits, recurring operating losses and a negative
working capital. This and other factors raise substantial doubt
about the Company’s ability to continue as a going concern.
Management’s plans in regard to these matters are also discussed in
Note 1. The consolidated financial statements do not include any
adjustments that might result from the outcome of this
uncertainty.
Basis
for Opinion
These
consolidated financial statements are the responsibility of the
Company’s management. Our responsibility is to express an opinion
on the Company’s consolidated financial statements based on our
audits. We are a public accounting firm registered with the Public
Company Accounting Oversight Board (United States) (“PCAOB”) and
are required to be independent with respect to the Company in
accordance with the U.S. federal securities laws and the applicable
rules and regulations of the Securities and Exchange Commission and
the PCAOB.
We
conducted our audits in accordance with the standards of the PCAOB.
Those standards require that we plan and perform the audits to
obtain reasonable assurance about whether the consolidated
financial statements are free of material misstatement, whether due
to error or fraud. The Company is not required to have, nor were we
engaged to perform, an audit of its internal control over financial
reporting. As part of our audits, we are required to obtain an
understanding of internal control over financial reporting, but not
for the purpose of expressing an opinion on the effectiveness of
the Company’s internal control over financial reporting.
Accordingly, we express no such opinion.
Our
audits included performing procedures to assess the risks of
material misstatement of the consolidated financial statements,
whether due to error or fraud, and performing procedures that
respond to those risks. Such procedures included examining, on a
test basis, evidence regarding the amounts and disclosures in the
consolidated financial statements. Our audits also included
evaluating the accounting principles used and significant estimates
made by management, as well as evaluating the overall presentation
of the financial statements. We believe that our audits provides a
reasonable basis for our opinion.
Critical
Audit Matters
The
critical audit matters communicated below are matters arising from
the current period audit of the consolidated financial statements
that were communicated or required to be communicated to the audit
committee and that: (1) relate to accounts or disclosures that are
material to the consolidated financial statements and (2) involved
our especially challenging, subjective, or complex judgments. The
communication of critical audit matters does not alter in any way
our opinion on the consolidated financial statements, taken as a
whole, and we are not, by communicating the critical audit matters
below, providing separate opinions on the critical audit matters or
on the accounts or disclosures to which they relate.
Stock
for Services
As
described in Note 7 to the consolidated financial statements, the
Company issued common stock for services. Management establishes
their estimate for the value of the stock for services using
historical stock price information.
The
principal considerations for our determination that performing
procedures relating to stock for services is a critical audit
matter are due to the material impact it has on the consolidated
financial statements.
Addressing
the matter involved performing procedures and evaluating audit
evidence in connection with forming our overall opinion on the
consolidated financial statements. These procedures included, among
others, evaluating the reasonableness of the historical stock price
information used by management to determine the expense related to
stock for services.
/s/
Pinnacle Accountancy Group of Utah
We
have served as the Company’s auditor since 2020
Pinnacle Accountancy Group of Utah
(a
dba of Heaton & Company, PLLC)
Farmington, Utah
April 12, 2022, except for the effects of the matters described in
Note 1, Note 2, Note 7 and Note 10, which are dated October 21,
2022
PCAOB
ID:
6117
Global
Tech Industries Group, Inc.
Consolidated Balance Sheets
The
accompanying notes are an integral part of these consolidated
financial statements.
Global
Tech Industries Group, Inc.
Consolidated Statements of Operations
The
accompanying notes are an integral part of these consolidated
financial statements.
Global
Tech Industries Group, Inc.
Consolidated Statement of Stockholders’
Deficit
For
the Years Ended December 31, 2021 and 2020
(Restated)
|
|
Shares |
|
|
Amount |
|
|
Shares |
|
|
Amount |
|
|
Capital |
|
|
(Deficit) |
|
|
Equity |
|
|
|
Preferred Stock |
|
|
Common Stock |
|
|
Additional |
|
|
Accumulated |
|
|
Total Stockholders’
Equity |
|
|
|
Shares |
|
|
Amount |
|
|
Shares |
|
|
Amount |
|
|
Capital |
|
|
(Deficit) |
|
|
(Deficit)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance, December 31, 2019 |
|
|
1,000 |
|
|
$ |
1 |
|
|
|
205,277,990 |
|
|
$ |
205,278 |
|
|
$ |
161,712,986 |
|
|
$ |
(167,624,703 |
) |
|
$ |
(5,706,438 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Common stock issued for services |
|
|
- |
|
|
|
- |
|
|
|
25,224,840 |
|
|
|
25,225 |
|
|
|
2,008,374 |
|
|
|
|
|
|
|
2,033,599 |
|
Common stock issued and held in escrow
for the potential acquisition of Gold Transactions Intl, Inc. |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Common stock issued and held in escrow
for the potential acquisition of Gold Transactions Intl, Inc.,
Shares |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Warrants issued as dividend to
shareholders |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Common stock issued for acquisition of
Bronx Family Eye Care |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Common stock issued for acquisition of
Bronx Family Eye Care, Shares |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Common stock issued for charitable
donations |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Common stock issued for charitable
donations, Shares |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Common stock issued for medical
advisory services |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Common stock issued for medical
advisory services, Shares |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Common stock issued for exercise of
warrants |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Common stock issued for exercise of
warrants, Shares |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Common stock issued for cash |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Common stock issued for cash,
shares |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Common Stock issued and held in escrow
for the potential acquisition of Classroom Salon |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Common Stock issued and held in escrow
for the potential acquisition of Classroom Salon, Shares |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cancellation of ARUR acquisition shares |
|
|
|
|
|
|
|
|
|
|
(4,668,530 |
) |
|
|
(4,669 |
) |
|
|
4,669 |
|
|
|
|
|
|
|
- |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Common stock issued for conversion of
notes payable |
|
|
|
|
|
|
|
|
|
|
4,663,705 |
|
|
|
4,664 |
|
|
|
506,012 |
|
|
|
|
|
|
|
510,676 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Stock options issued for conversion of
notes payable and interest |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
3,464,075 |
|
|
|
|
|
|
|
3,464,075 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Stock options issued for conversion of
accrued wages and expenses |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
688,955 |
|
|
|
|
|
|
|
688,955 |
|
Imputed interest – loan |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
13,440 |
|
|
|
|
|
|
|
13,440 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net loss for
the year ended December 31, 2020 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(2,778,486 |
) |
|
|
(2,778,486 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance, December 31, 2020 |
|
|
1,000 |
|
|
|
1 |
|
|
|
230,498,005 |
|
|
$ |
230,498 |
|
|
$ |
168,398,511 |
|
|
$ |
(170,403,189 |
) |
|
$ |
(1,774,179 |
) |
Balance |
|
|
1,000 |
|
|
|
1 |
|
|
|
230,498,005 |
|
|
$ |
230,498 |
|
|
$ |
168,398,511 |
|
|
$ |
(170,403,189 |
) |
|
$ |
(1,774,179 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Common stock issued for services |
|
|
- |
|
|
|
- |
|
|
|
5,839,500 |
|
|
|
5,840 |
|
|
|
3,669,440 |
|
|
|
|
|
|
|
3,675,280 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Common stock issued and held in escrow
for the potential acquisition of Gold Transactions Intl, Inc. |
|
|
|
|
|
|
|
|
|
|
6,000,000 |
|
|
|
6,000 |
|
|
|
(6,000 |
) |
|
|
|
|
|
|
- |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Warrants issued as dividend to
shareholders |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
57,689,800 |
|
|
|
(57,689,800 |
) |
|
|
- |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Common stock issued for acquisition of
Bronx Family Eye Care |
|
|
|
|
|
|
|
|
|
|
2,650,000 |
|
|
|
2,650 |
|
|
|
4,343,350 |
|
|
|
|
|
|
|
4,346,000 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Common stock issued for charitable
donations |
|
|
|
|
|
|
|
|
|
|
400,000 |
|
|
|
400 |
|
|
|
539,600 |
|
|
|
|
|
|
|
540,000 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Common stock issued for medical
advisory services |
|
|
|
|
|
|
|
|
|
|
300,000 |
|
|
|
300 |
|
|
|
404,700 |
|
|
|
|
|
|
|
405,000 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Common stock issued for exercise of
warrants |
|
|
|
|
|
|
|
|
|
|
3,080 |
|
|
|
3 |
|
|
|
8,468 |
|
|
|
|
|
|
|
8,471 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Common stock issued for cash |
|
|
|
|
|
|
|
|
|
|
100,000 |
|
|
|
100 |
|
|
|
99,900 |
|
|
|
|
|
|
|
100,000 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Common Stock issued and held in escrow
for the potential acquisition of Classroom Salon |
|
|
|
|
|
|
|
|
|
|
10,000,000 |
|
|
|
10,000 |
|
|
|
(10,000 |
) |
|
|
|
|
|
|
- |
|
Imputed interest – loan |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
13,440 |
|
|
|
|
|
|
|
13,440 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net loss for
the year ended December 31, 2021 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(6,062,922 |
) |
|
|
(6,062,922 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net loss |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(6,062,922) |
) |
|
|
(6,062,922 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance, December 31, 2021 |
|
|
1,000 |
|
|
$ |
1 |
|
|
|
255,790,585 |
|
|
$ |
255,791 |
|
|
$ |
235,151,209 |
|
|
$ |
(234,155,911 |
) |
|
$ |
1,251,090 |
|
Balance |
|
|
1,000 |
|
|
$ |
1 |
|
|
|
255,790,585 |
|
|
$ |
255,791 |
|
|
$ |
235,151,209 |
|
|
$ |
(234,155,911 |
) |
|
$ |
1,251,090 |
|
//
The
accompanying notes are an integral part of these consolidated
financial statements.
Global
Tech Industries Group, Inc.
Consolidated Statements of Cash Flows
The
accompanying notes are an integral part of these consolidated
financial statements.
NOTE 1 – NATURE OF OPERATIONS
(RESTATED)
|
A) |
ORGANIZATIONAL
HISTORY |
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. GoHealthMD, Inc. continues to exist as a Delaware corporation
and wholly-owned subsidiary of Global Tech Industries Group, Inc.
NetThruster, Inc. MLN, Inc., BioEnergy Applied Technologies, Inc.
(“BAT”), Eye Care Centers International, Inc., GoHealthMD Nano
Pharmaceuticals, Inc., TTI Strategic Acquisitions and Equity Group,
Inc. and TTII Oil & Gas, Inc, all were formed by Global Tech in
the anticipation of technologies, products or services being
acquired. G T International, Inc. is a wholly owned subsidiary of
Global Tech Industries Group, Inc., existing as a Wyoming
corporation. Not all subsidiaries are currently active.
On
December 31, 2012, Global Tech and its new subsidiary, TTII Oil
& Gas, Inc., a Delaware corporation, signed a binding asset
purchase agreement with American Resource Technologies, Inc.
(“ARUR”), a Kansas corporation, to acquire all the assets of ARUR
for a purchase price of $513,538,
which was paid in the form of 4,668,530
shares of Global Tech’s common stock as described in the asset
purchase agreement. The shares were valued at $0.11 per share, based
on the closing trading price of the common stock on the Closing
Date. The assets purchased from ARUR include a 75%
working interest in oil and gas leases in Kansas, as well as other
oil field assets, a natural gas pipeline, currently shut down that
is also located in Kansas, 25%
interest in three other business
entities operating in Kansas, and accounts receivables from two
companies operating in Brazil in the amounts of $3,600,000 and $3,600,000 respectively. TTII
Oil & Gas, Inc. also purchased three promissory notes in the
amounts of $100,000, $100,000 and $350,000, as well an overdue
contract for revenue in the amount of $1,000,000. Finally, a gun sight
patent was also acquired from Century Technologies, Inc. All
accounts and notes receivable were deemed uncollectable due to the
age and circumstances, and therefore were assessed no value in the
asset purchase. The equity ownerships were also deemed to be
impaired due to the inactive nature of the entities and were not
allocated any value. The gun sight patent was also not readily
assessable as to value and no purchase price was allocated to this
asset. Also, due to the mechanic’s lien and lawsuit on the oil
leases, as well as the absence of an official reserve report, the
oil lease was also impaired, and no value was recorded for this
asset. In September 2015, the Chautauqua County Court decided that
American Resource Technologies Inc. management and Board of
Directors improperly acted and rendered the original Agreement a
nullity. During 2019, the Company removed additional obligations
related to the ARUR acquisition and settled legal fees due. During
the 2nd quarter 2020, the Company was successful in
recalling the 4,668,530 shares and cancelling them
from the shareholders list.
On
December 30, 2016, Global Tech Industries Group, Inc., a Nevada
corporation, 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. After 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, that was issued in good faith to
GoFun in anticipation of a final stock exchange. The stock has
since been returned to the Company’s treasury and cancelled. As of
this writing, motions are pending that may require remaining
negotiations to continue in arbitration.
On
December 30, 2019, a dispute between the Company and its counsel
regarding the GoFun matter, above, resulted in a filing, and
subsequent settlement, of an action in the Supreme Court of the
State of New York for the County of New York (Index No.
656396/2019). Pursuant to the settlement, counsel for the Company
accepted previously issued shares as full payment for all legal
work, expenses, costs, and other fees.
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, with 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.
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.
The
acquisition of Bronx was valued at $4,346,000,
which was the value of the shares on the date of closing. The
purchase price was allocated to the assets and liabilities acquired
based on the cost recorded on Bronx records (book value). Goodwill
was recorded for the difference between the purchase price and the
net assets acquired.
The
following assets and liabilities were acquired from Bronx on
December 27, 2021:
SCHEDULE OF BUSINESS ACQUISITIONS ASSETS AND
LIABILITIES
A |
|
|
2021 |
|
Assets |
|
|
|
|
Cash |
|
$ |
238,972 |
|
Accounts
receivable |
|
|
54,601 |
|
Inventory |
|
|
295,743 |
|
Property and
equipment |
|
|
110,990 |
|
Property and
equipment (net) |
|
|
110,990 |
|
Other
assets |
|
|
67,808 |
|
Total Assets |
|
$ |
768,114 |
|
|
|
|
|
|
Liabilities |
|
|
|
|
Accounts
payable |
|
$ |
90,376 |
|
Accrued
expenses |
|
|
1,797 |
|
Loans
payable |
|
|
150,000 |
|
Total
Liabilities |
|
|
242,173 |
|
|
|
|
|
|
Goodwill recorded on the
acquisition |
|
$ |
3,820,059 |
|
March
17, 2021, the Company’s Board of Directors approved the declaration
by management of a Warrant 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
offering of warrants to GTII’s shareholders (each, a “Warrant”).
All shareholder 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. 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. The
Warrants do not have a cashless exercise provision.
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 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 prospectus 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
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 its membership interests in Classroom Salon Holdings,
which upon completion of the closing requirements would make
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. In
December 2021, the Company issued
10,000,000 shares
of common stock in anticipation of a closing with Classroom Salon,
however, at December 31, 2021, this transaction has not closed and
the shares are held in escrow pending further action on Classroom
Salon, thus these shares are considered issued but not
outstanding.
On
June 28, 2021, the Company increased its authorized shares of
common stock to 550,000,000.
CORPORATE
HISTORY
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. On February 5, 1981, the Articles were amended, and the name
of the corporation was changed to Nugget Exploration, Inc. On
October 15, 1998, the Articles were amended and the number of
authorized shares of stock, par value $0.01 was reduced from
50,000,000 to
5,000,000. The number of issued shares, originally 30,106,000, became
approximately 97,117 after the
310-to-1 reverse stock
split. On October 7, 1999, the Articles were amended and the
number of common shares of authorized stock was increased to
25,000,000, par value $0.01.
On January 24, 2000, the Articles were amended, and the Company
changed its name to GoHealthMD, Inc. On August 30, 2004, the
Articles were amended, and the Company’s name was changed to Tree
Top Industries, Inc., the number of common shares of authorized
stock was increased to
75,000,000 with a par value of $0.001,
and the number of directors was changed from three to five. On
November 20, 2007, the Articles were amended and the number of
common shares of authorized stock was increased to
350,000,000 with a par value of $0.001,
and blank check preferred stock was authorized in the number of
50,000, with a par
value of $0.001. On December 28,
2011, the Articles were amended and the number of common shares of
authorized stock was increased to
1,000,000,000, with a par value of $0.001.
On November 15, 2012, the Articles were amended and the number of
common shares of authorized stock was reduced to
10,000,000 shares with a par value of $0.001.
The number of issued shares, originally 924,357,300, became
approximately 9,243,573 after the
100-to-1 reverse stock split. On April 16, 2016, the
Articles were amended through a Certificate of Change to change the
number of authorized common shares through a 10 to 1 forward
split to
100,000,000 shares. The number of shares, originally
9,243,573 became approximately
92,435,730 after the forward split. On July 6, 2016, through
a Certificate of Change, 1,000 shares of the
blank check preferred stock were designated as Series A preferred
shares of stock and given the requisite powers of Series A
preferred stock. On July 6, 2016, the Articles were amended to
change the Company name from Tree Top Industries, Inc. to Global
Tech Industries Group, Inc. The trading symbol was changed from
TTII to GTII. On July 6, 2016, the Articles were amended to
increase the authorized shares of common stock from
100,000,000 to
350,000,000 with a par value of $0.001.
On June 28, 2021, the Articles were amended to increase the
authorized shares of common stock from 350,000,000 to
550,000,000.
The
accompanying consolidated financial statements have been prepared
assuming that the Company will continue as a going concern. The
Company incurred a net loss of $6,062,922
during
the fiscal year ended December 31, 2021, and has an accumulated
deficit of $234,155,911
at
December 31, 2021. The Company also had negative working capital of
$2,947,766
and
$1,777,125
on
December 31, 2021 and 2020, respectively, and negative cash flow
from operations of $655,623
and
$173,399,
respectively, for the years then ended.
The
Company
did not generate significant revenues during the years ended
December 31, 2021 and 2020, and its cash flows are not sufficient
enough to support all expenses of the Company. The Company as yet
still requires substantial financing. Most of the financing has
been provided by David Reichman, the Chief Executive Officer and
Chairman. The Company is dependent upon his ability and willingness
to continue to provide the financing necessary to meet reporting
and filing requirements of a public company.
With
the acquisition of Bronx in December 2021, the Company will have
operating revenues which will assist the Company in providing
necessary cashflow to assist in satisfying its obligations.
However, in order for the Company to remain a going concern, it
will need to generate significant cashflow to sustain the needs of
the Company, financially, and it may be required to continue to
receive funds from equity or debt financing to accomplish this
need. There can be no assurance that the Company will continue to
receive any proceeds from equity offerings or that the Company will
be able to obtain the necessary funds to finance its operations.
These conditions raise substantial doubt about its ability to
continue as a going concern. The financial statements do not
include any adjustments that might result from the outcome of this
uncertainty.
On
March 11, 2020, the World Health Organization declared the outbreak
of a coronavirus (COVID-19) a pandemic. As a result, economic
uncertainties have arisen which have the potential to negatively
impact the Company’s ability to raise funding from the markets.
Other financial impact could occur though such potential impact is
unknown at this time.
NOTE
2 – SIGNIFICANT
ACCOUNTING POLICIES (RESTATED)
|
A) |
PRINCIPLES OF CONSOLIDATION |
The
accompanying consolidated financial statements include the accounts
of the Company and its wholly-owned subsidiaries, Bronx Family Eye
Care, Inc., Ludicrous, Inc., TTI Strategic Acquisitions and Equity
Group, Inc, TTII Oil & Gas, Inc., Global Tech Health, Inc. and
G T International, Inc. All subsidiaries of the Company, other than
Bronx Family Eye Care, Inc. and TTI Strategic Acquisitions and
Equity Group, Inc., currently have no financial activity. All
significant inter-company balances and transactions have been
eliminated.
|
B) |
USE OF MANAGEMENT’S ESTIMATES |
The
preparation of financial statements in conformity with United
States 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. These
consolidated financial statements have material estimates for
valuation of stock and option transactions.
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 December 31, 2021 and
2020, no excess existed. There were no cash
equivalents on December 31, 2021, and 2020.
Inventories,
consist primarily of lenses and frames, are stated at the lower of
cost or net realizable value, with cost determined using primarily
the first-in-first-out (FIFO) method. The Company purchased
substantially all inventories from several key suppliers. As of
December 31, 2021, the Company’s inventory balance was $290,710.
Property,
plant and equipment are stated at cost. Depreciation is computed
using the straight-line method over the estimated useful lives of
the related assets, ranging from 3 to 7 years for furniture,
fixtures, machinery and equipment. Leasehold improvements are
amortized over the lesser of the term of the lease or the economic
life of the asset. Routine repairs and maintenance are expensed
when incurred.
The
Company follows ASC 740, “Income Taxes,”, which discusses
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.
The
Company incurred $24,120
in
revenue from its subsidiary Bronx Family Eye Care from December 27,
2021 through December 31, 2021, the period that Bronx’s activity
was consolidated with the Company. During 2020, the Company
incurred $8,500
in
service revenues. The Company recognizes revenues in accordance
with ASC 606 Revenue from Contracts with Customers. Revenue is
recognized as services are rendered or when control of our products
is transferred to our customers in an amount that reflects the
consideration the Company expects to be entitled to in exchange for
those services or products. The Company considers revenue earned
when all the following criteria are met: (i) the contract with the
customer has been identified, (ii) the performance obligations have
been identified, (iii) the transaction price has been determined,
(iv) the transaction price has been allocated to the performance
obligations, and (v) the performance obligations have been
satisfied. Bronx’s performance obligation is completed once the eye
exam or other services are complete. The revenue for the eyewear is
recorded once the eyewear has been delivered to the patient. All
services and products sold are recorded as revenue at the
pre-determined and agreed upon price, and once the services are
performed and the products have been delivered. Service fees and
the delivery of eyewear products may happen at different times and
stages of our contracts with our customers. Revenues are recorded
at the completion of each stage of Bronx’s deliverables.
Accounts
Receivable – In the
normal course of business, the Company extends credit to its
patients on a short-term basis. Although the credit risk associated
with these patients is minimal, the Company routinely reviews its
accounts receivable balances and makes provisions for doubtful
accounts. The Company ages its receivables by date of invoice.
Management reviews bad debt annually. When an account is deemed
uncollectible, the Company charges off the receivable against the
bad debt reserve. A considerable amount of judgment is required in
assessing the realization of these receivables including the
current creditworthiness of each patient and related aging of the
past-due balances, including any billing disputes.
The
allowance for doubtful accounts is based on the best information
available to the Company and is re-evaluated and adjusted as
additional information is received. The Company evaluates the
allowance based on historical write-off experience, the size of the
individual patient balances and past-due amounts. As of December
31, 2021 and 2020, the Company had an allowance for bad debt of
$0 and $0,
respectively. During the years ended December 31, 2021 and 2020,
the Company had bad debt expense of $0 and $0,
respectively.
|
I) |
STOCK-BASED COMPENSATION |
The
Company accounts for stock-based compensation in accordance with
the provisions of ASC 718, “Compensation – Stock Compensation.” 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.
|
J) |
INTANGIBLE ASSETS AND BUSINESS COMBINATIONS
(RESTATED) |
The
Company follows ASC 805, “Business Combinations,” and ASC 350,
“Intangibles – Goodwill and Other”. ASC 805 requires the use of the
purchase method of accounting for any business combinations, and
further clarifies the criteria to recognize intangible assets
separately from goodwill. Under ASC 350, goodwill and
indefinite−life intangible assets are reviewed for impairment
annually.
The Company recorded Goodwill in connection with its acquisition of
Bronx Family Eyecare. The acquisition occurred through a Stock
Purchase
Agreement, wherein, the Company issued 2,650,000 shares of common
stock, valued at $3,820,059.
Good will was calculated based on the value of the share issuance,
less the assets acquired plus the liabilities assumed as
follows:
SCHEDULE OF BUSINESS COMBINATIONS INTANGIBLE
ASSETS AND LIABILITIES
A |
|
|
2021 |
|
Assets |
|
|
|
|
Cash |
|
$ |
238,972 |
|
Accounts
receivable |
|
|
54,601 |
|
Inventory |
|
|
295,743 |
|
Property and
equipment (net) |
|
|
110,990 |
|
Other
assets |
|
|
67,808 |
|
Total Assets |
|
$ |
768,114 |
|
|
|
|
|
|
Liabilities |
|
|
|
|
Accounts
payable |
|
$ |
90,376 |
|
Accrued
expenses |
|
|
1,797 |
|
Loans
payable |
|
|
150,000 |
|
Total
Liabilities |
|
|
242,173 |
|
|
|
|
|
|
Goodwill recorded on the
acquisition |
|
$ |
3,820,059 |
|
Management
has evaluated the valuation of goodwill at December 31, 2021, and
determined that there is no impairment to the valuation attributed
to the Bronx acquisition.
|
I) |
FAIR VALUE OF FINANCIAL INSTRUMENTS |
The
Company follows ASC 820, “Fair Value Measurements,” 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 assets and 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 December 31, 2021 and
2020.
Marketable
securities are reported at the quoted and listed market rates of
the securities held at the year end.
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 December 31, 2021 and 2020:
SCHEDULE OF FAIR VALUE ASSETS AND LIABILITIES
MEASURED ON RECURRING BASIS
|
|
Level 1 |
|
|
Level 2 |
|
|
Level 3 |
|
Marketable Securities –
2021 |
|
$ |
163,000 |
|
|
$ |
-0- |
|
|
$ |
-0- |
|
Marketable Securities – 2020 |
|
$ |
31,000 |
|
|
$ |
-0- |
|
|
$ |
-0- |
|
|
K) |
BASIC AND DILUTED EARNINGS (LOSS) PER SHARE |
The
Company calculates earnings (loss) per share in accordance with ASC
260, “Earnings Per Share.” Basic earnings (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 2021 and 2020, there were
4,500,664 stock options outstanding, respectively,
however their effects were anti-dilutive. There were
23,361,723 and
0 warrants outstanding for the years ended 2021 and
2020, respectively, however their effects were
anti-dilutive.
SCHEDULE OF BASIC AND DILUTED PER
SHARE
|
|
2021 |
|
|
2020 |
|
|
|
For
the Years Ended |
|
|
|
December 31, |
|
|
|
2021 |
|
|
2020 |
|
Loss (numerator) |
|
$ |
(6,062,922 |
) |
|
$ |
(2,778,486 |
) |
Shares
(denominator) |
|
|
234,889,168 |
|
|
|
207,923,257 |
|
Basic and
diluted loss per share |
|
$ |
(0.03 |
) |
|
$ |
(0.01 |
) |
|
K) |
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.
In
February 2016, the FASB issued ASU No. 2016-02 Leases (Topic 842)
intended to improve financial reporting for leasing transactions.
The ASU requires organizations that lease assets – referred to as
“lessees”- to recognize on the balance sheet the assets and
liabilities for the rights and obligations created by those leases.
With the acquisition of Bronx, the Company acquired various
operating leases for eyecare locations, (see note 8). There were,
however, no capital leases with respective liabilities to record on
the balance sheet.
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.
The
Company generated 100% of its revenue
from one customer during 2020.
NOTE
3 – RELATED PARTY
TRANSACTIONS
Notes
Payable-Related Party
As of
December 31, 2021 and 2020 there are
no related
party notes payable. On December 19, 2020, the Company converted
$3,540,405
of
notes payable and $434,345
of
accrued interest on related party notes into
4,663,705 shares
of common stock and
4,500,664 stock
options, leaving $0
related
party notes and accrued interest on December 31, 2020. The value of
the shares and options issued for notes payable, interest, accrued
wages and accounts payable to related parties, and the related gain
on forgiveness of the remaining debt recorded as additional paid-in
capital is further described below:
SCHEDULE OF SHARES AND OPTIONS ISSUED FOR
DEBT TO RELATED PARTIES
|
|
Stock |
|
|
Options |
|
|
Gain |
|
|
Total |
|
Notes payable |
|
$ |
387,674 |
|
|
$ |
339,952 |
|
|
$ |
2,812,779 |
|
|
$ |
3,540,405 |
|
Accrued interest |
|
|
47,561 |
|
|
|
41,706 |
|
|
|
345,078 |
|
|
|
434,345 |
|
Accrued wages |
|
|
74,460 |
|
|
|
65,295 |
|
|
|
540,245 |
|
|
|
680,000 |
|
Accounts payable |
|
|
982 |
|
|
|
860 |
|
|
|
7,114 |
|
|
|
8,956 |
|
Totals |
|
$ |
510,677 |
|
|
$ |
447,813 |
|
|
$ |
3,705,216 |
|
|
$ |
4,663,706 |
|
Mr.
Reichman, our CEO, has rendered services to the Company and his
wages have been accrued in accrued expenses at the period ended
December 31, 2021, totaling $500,000. On December 19, 2020, Mr.
Reichman’s Notes, accrued interest and 2020 accrued wages, totaling
$3,192,385 were
converted to
3,192,385 shares of common stock and 3,080,781 stock options. On
December 31, 2020, Mr. Reichman’s Note payable was $0.
Mrs.
Griffin, our President, has rendered services to the Company and
her wages have been accrued in accrued expenses at the period ended
December 31, 2021, totaling $90,000. On December 19, 2020, Mrs.
Griffin’s Notes, accrued interest and 2020 accrued wages, totaling
$1,045,700 were
converted to 1,045,700 shares of common stock
and 1,009,143 stock options. On
December 31, 2020, Mrs. Griffin’s Note payable was $0.
On
December 13, 2012, the Company executed a note payable to an
individual and board member in the amount of $19,000, interest accrues at 8% per annum,
unsecured, due after 8 months of execution, but extended to
July 15, 2021. On December 19, 2020,
the loan and accrued interest were converted into 30,459 shares of common stock and
26,459 stock options. On December
31, 2020, the balance of this loan is $0.
On
March 6, April 22, April 30, May 24, June 14, June 21, July 3, July
30, November 20, December 2, December 13, 2013, the Company
executed notes payable to an individual and board member in the
total amount of $31,000, interest accrues at 6% per annum,
unsecured, due after 8 months of execution, but extended to
July 15, 2021. On December 19, 2020,
the loan and accrued interest were converted into 44,532 shares of common stock and
38,683 stock options. On December
31, 2020, the balance of this loan is $0.
On
January 2, January 21, April 24, May 19, July 28, August 26, and
December 23, 2014, the Company executed notes payable to an
individual and board member in the total amount of $31,500, interest accrues at 6% per annum,
unsecured, due after 8 months of execution, but extended to
July 15, 2021. On December 19, 2020,
the loan and accrued interest were converted into 43,536 shares of common stock and
37,818 stock options. On December
31, 2020, the balance of this loan is $0.
On
February 11, April 21, May 6, June 8, June 15, July 17, August 19,
October 20, 2015, and January 22, 2016, the Company executed notes
payable to an individual and board member in the total amount of
$34,800, interest accrues at 6% per annum,
unsecured, due after 8 months of execution, but extended to
July 15, 2021. On December 19, 2020,
the loan and accrued interest were converted into 45,837 shares of common stock and
39,817 stock options. On December
31, 2020, the balance of this loan is $0.
On
February 28, 2013, the Company executed a note payable to a Trust
and shareholder, whose Trustee is our CEO, in the amount of
$5,000, interest accrues at 6% per annum,
unsecured, due after 8 months of execution, and extended to
July 15, 2021. On December 19, 2020,
the loan and accrued interest were converted into 7,275 shares of common stock and
6,320 stock options. On December
31, 2020, the balance of this loan is $0.
On
July 23, July 24, August 5, August 26, and September 13, 2013, the
Company executed a note payable to a Trust and shareholder, whose
Trustee is our CEO, in the total amount of $80,000, interest accrues at 6% per annum,
unsecured, due after 8 months of execution. $7,924 was paid on December 31,
2020, leaving a balance of $72,076. On December 19,
2020, the loan and accrued interest were converted into 75,319 shares of common stock and
65,427 stock options. On December
31, 2020, the balance of this loan is $0.
On
May 15, July 12, July 17, and November 22, 2013, the Company
executed notes payable to a Trust and shareholder, whose Trustee is
our CEO, in the total amount of $83,877, interest accrues at 6% per annum,
unsecured, due after 8 months of execution, and extended to
July 15, 2021. On December 19, 2020,
the loan and accrued interest were converted into 96,430 shares of common stock and
83,765 stock options. On December
31, 2020, the balance of this loan is $0.
On
January 22, 2014, the Company executed a note agreement with a
Trust and shareholder, whose Trustee is our CEO, in the amount of
$14,000, interest accrues at 6% per annum,
unsecured, due after 8 months of execution, and has been
extended to July 15, 2021. On December 19, 2020,
the loan and accrued interest were converted into 19,619 shares of common stock and
17,042 stock options. On December
31, 2020, the balance of this loan is $0.
On
April 7, 2014, April 17, 2014, June 6, 2014, July 18, 2014, and
October 10, 2014, the Company executed note agreements with a Trust
and shareholder whose Trustee is our CEO, in various amounts
totaling $24,000, interest accrues at 6% per annum,
unsecured, due after 8 months of execution, and has been
extended to July 15, 2021. On December 19, 2020,
the loan and accrued interest were converted into 33,528 shares of common stock and
29,124 stock options. On December
31, 2020, the balance of this loan is $0.
On
October 10, 2014, the Company executed a note payable to a Trust
and shareholder, whose Trustee is our CEO, in the amount of
$5,000, interest accrues at 6% per annum,
unsecured, due after 8 months of execution, but extended to
July 15, 2021. On December 19, 2020,
the loan and accrued interest were converted into 6,792 shares of common stock and
5,900 stock options. On December
31, 2020, the balance of this loan is $0.
On
December 30, 2019, the Company executed a note payable to a Trust
and shareholder, whose Trustee is our CEO, in the amount of
$12,765, interest accrues at 6%, per annum,
unsecured, due on July 15, 2021. On December 19, 2020,
the loan and accrued interest were converted into 13,339 shares of common stock and
11,587 stock options. On December
31, 2020, the balance of this loan is $0.
(b)
Additional detail to all
Notes Payable-Related Party is as follows:
SCHEDULE OF NOTES PAYABLE RELATED
PARTY
2021 |
|
|
2020 |
|
|
Interest |
|
|
Interest Expense |
|
|
|
|
Principal |
|
|
Principal |
|
|
Rate |
|
|
12/31/2021 |
|
|
12/31/2020 |
|
|
Maturity |
|
$ |
- |
|
|
$ |
- |
|
|
|
5.00 |
% |
|
$ |
- |
|
|
$ |
75,265 |
|
|
|
7/15/21 |
|
|
- |
|
|
|
- |
|
|
|
5.00 |
% |
|
|
- |
|
|
|
21,113 |
|
|
|
7/15/21 |
|
|
- |
|
|
|
- |
|
|
|
5.00 |
% |
|
|
- |
|
|
|
15,372 |
|
|
|
7/15/21 |
|
|
- |
|
|
|
- |
|
|
|
5.00 |
% |
|
|
- |
|
|
|
417 |
|
|
|
7/15/21 |
|
|
- |
|
|
|
- |
|
|
|
5.00 |
% |
|
|
- |
|
|
|
7,500 |
|
|
|
7/15/21 |
|
|
- |
|
|
|
- |
|
|
|
5.00 |
% |
|
|
- |
|
|
|
249 |
|
|
|
7/15/21 |
|
|
- |
|
|
|
- |
|
|
|
8.00 |
% |
|
|
- |
|
|
|
1,140 |
|
|
|
7/15/21 |
|
|
- |
|
|
|
- |
|
|
|
6.00 |
% |
|
|
- |
|
|
|
1,170 |
|
|
|
7/15/21 |
|
|
- |
|
|
|
- |
|
|
|
6.00 |
% |
|
|
- |
|
|
|
1,419 |
|
|
|
7/15/21 |
|
|
- |
|
|
|
- |
|
|
|
6.00 |
% |
|
|
- |
|
|
|
1,566 |
|
|
|
7/15/21 |
|
|
- |
|
|
|
- |
|
|
|
6.00 |
% |
|
|
- |
|
|
|
225 |
|
|
|
7/15/21 |
|
|
- |
|
|
|
- |
|
|
|
6.00 |
% |
|
|
- |
|
|
|
3,600 |
|
|
|
7/15/21 |
|
|
- |
|
|
|
- |
|
|
|
6.00 |
% |
|
|
- |
|
|
|
2,214 |
|
|
|
N/A |
|
|
- |
|
|
|
- |
|
|
|
6.00 |
% |
|
|
- |
|
|
|
113 |
|
|
|
N/A |
|
|
- |
|
|
|
- |
|
|
|
6.00 |
% |
|
|
- |
|
|
|
1,005 |
|
|
|
7/15/21 |
|
|
- |
|
|
|
- |
|
|
|
6.00 |
% |
|
|
- |
|
|
|
630 |
|
|
|
7/15/21 |
|
|
- |
|
|
|
- |
|
|
|
6.00 |
% |
|
|
- |
|
|
|
1,080 |
|
|
|
7/15/21 |
|
|
- |
|
|
|
- |
|
|
|
6.00 |
% |
|
|
- |
|
|
|
225 |
|
|
|
7/15/21 |
|
|
- |
|
|
|
- |
|
|
|
6.00 |
% |
|
|
- |
|
|
|
573 |
|
|
|
7/15/21 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$ |
0 |
|
|
$ |
0 |
|
|
|
|
|
|
$ |
0 |
|
|
$ |
134,876 |
|
|
|
|
|
Due
to Officers and Directors
Due
to officers consists of cash advances and expenses paid by Mr.
Reichman in order to satisfy the expense needs of the Company.
During 2021 Mr. Reichman advanced $252,929 to
the Company to cover operating expenses and was repaid $362,441. During
2020 Mr. Reichman advanced $177,513, to
the Company and was repaid $68,000. On December
31, 2021, and 2020, the amounts Due to Officers and Directors for
cash advances and expenses are $0 and $109,513, respectively.
NOTE
4 – FIXED
ASSETS
During
the year ended 2020, the Company wrote off all fixed assets
purchased prior to 2019, that were fully depreciated. As part of
the acquisition of Bronx, the Company purchased $130,434 in fixed
assets with accumulated depreciation of $19,353. Depreciation
expense was $3,000
and
$267
during
the years ended December 31, 2021, and 2020,
respectively.
Fixed
assets consist of the following:
SCHEDULE OF FIXED ASSETS
|
|
2021 |
|
|
2020 |
|
Computer equipment |
|
$ |
3,213 |
|
|
$ |
3,213 |
|
Furniture and fixtures |
|
|
14,037
|
|
|
|
- |
|
Equipment |
|
|
96,954 |
|
|
|
- |
|
|
|
|
|
|
|
|
|
|
Total fixed
assets |
|
|
114,204 |
|
|
|
3,213 |
|
Accumulated
Depreciation |
|
|
(1,601 |
) |
|
|
(267 |
) |
Net fixed assets |
|
$ |
112,603 |
|
|
$ |
2,946 |
|
NOTE
5 - 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. On
December 31, 2021, and 2020, notes payable in default amounted to
$871,082
and $871,082, respectively. Accrued
interest on the notes in default on December 31, 2021 and 2020 are
$381,019
and $345,663,
respectively. Below is a discussion of the details to the notes
payable in default and a table summarizing the notes in default
with additional information.
During
2002, the Company settled a trade payable in litigation by
executing a note payable to a Company in the amount of $18,000, interest
accrues at 6% per annum,
unsecured, due September 1, 2002, and in default. Accrued
interest on December 31, 2021, and 2020 is $21,960
and $20,880, respectively.
Also,
during 2002, in settlement of another trade payable, the Company
executed a note payable to a Company in the amount of $30,000,
interest accrues at
6% per annum, unsecured, due
September 12, 2002, in default. Accrued interest on December
31, 2021, and 2020 is $34,099
and $32,299,
respectively.
During
2000, the Company executed a note payable to an individual in the
amount of $25,000,
interest accrues at
5% per annum, unsecured, due
August 31, 2000, in default. Accrued interest on December
31, 2021, and 2020 is $28,343
and $27,091,
respectively.
In
2002, the Company settled an obligation with a consultant by
executing a note payable for $40,000,
interest accrues at
7% per annum, unsecured, due
July 10, 2002, in default. Accrued interest on December 31,
2021, and 2020 is $55,087
and $52,287,
respectively.
On
December 27, 2009, the Company executed a note payable to an
individual for various advances to the Company in the amount of
$292,860.
On June 26, 2013, this note was renegotiated to include the accrued
interest. The new note balance is $388,376
and interest accrues at 5% per annum,
unsecured, and is extended to October 5, 2019, with monthly installments
beginning in 2014 of $5,553, which did not
occur. This note is in default. Accrued interest on December 31,
2021, and 2020 is $165,329
and $145,909,
respectively.
On
January 27, 2010, the Company executed a note payable to a
corporation in the amount of $192,000,
bears no interest and is due on demand after
6 months of execution and is unsecured. No demand has been
made at the date of these financial statements, but the note is in
default. Interest expense in the amount of $13,440 has been imputed for
this note in 2021 and 2020, with an offsetting entry to Paid in
Capital.
On
August 28, 2012, and September 17, 2012, the Company executed a
note payable to a corporation in the amount of $12,000
and $20,000,
respectively. On June 26, 2013, this note was renegotiated to
include the accrued interest. The new note balance is $32,960
and interest accrues at
5% per annum, unsecured, and is extended to
October 5, 2018, with monthly installments beginning in 2014
of $473,
which did not occur, and is unsecured and in default. Accrued
interest on December 31, 2021, and 2020 is $14,031
and $12,383,
respectively.
On
April 12, 2012, the Company executed a note payable to a
corporation in the amount of $100,000,
however on June 26, 2013, this note was renegotiated to bear
interest at
5% per annum, unsecured, extended to
October 5, 2018, with monthly installments beginning in 2014
of $1,430,
which did not occur, and this note is in default. Accrued interest
on December 31, 2021, and 2020 is $42,568
and $37,568,
respectively.
On
December 31, 2012, the Company executed a note payable to a
corporation in the amount of $32,000,
however on June 26, 2013, this note was renegotiated to include
accrued interest. The new note balance is $32,746,
bears interest at
5% per annum, unsecured, extended to
October 5, 2018, with monthly installments beginning in 2014
of $468, which did not
occur, and this note is in default. Accrued interest on December
31, 2021, and 2020 is $13,936
and $12,300,
respectively.
On
March 11, 2014, the Company executed a note agreement with an LLC
in the amount of $5,000,
interest accrues at
6% per annum, unsecured, due after
8 months of execution, extended to
October 5, 2018, and is in default. Accrued interest on
December 31, 2021, and 2020 is $2,342
and $2,042,
respectively.
On
January 31, 2014, the Company executed a note agreement with a
corporation in the amount of $7,000,
interest accrues at
6% per annum, unsecured, due after
8 months of execution, but extended to
October 5, 2018, and is in default. Accrued interest on
December 31, 2021, and 2020 is $3,324
and $2,904,
respectively.
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
2021 |
|
|
2020 |
|
|
Interest |
|
|
Interest Expense |
|
|
|
|
Principal |
|
|
Principal |
|
|
Rate |
|
|
12/31/2021 |
|
|
12/31/2020 |
|
|
Maturity |
|
$ |
|
|
|
32,960 |
|
|
|
5.00 |
% |
|
|
1,649 |
|
|
|
1,648 |
|
|
|
10/5/18 |
|
|
32,746 |
|
|
|
32,746 |
|
|
|
5.00 |
% |
|
|
1,637 |
|
|
|
1,636 |
|
|
|
10/5/18 |
|
|
5,000 |
|
|
|
5,000 |
|
|
|
6.00 |
% |
|
|
300 |
|
|
|
300 |
|
|
|
10/5/18 |
|
|
100,000 |
|
|
|
100,000 |
|
|
|
5.00 |
% |
|
|
5,000 |
|
|
|
5,000 |
|
|
|
10/5/18 |
|
|
7,000 |
|
|
|
7,000 |
|
|
|
6.00 |
% |
|
|
420 |
|
|
|
420 |
|
|
|
10/5/18 |
|
|
388,376 |
|
|
|
388,376 |
|
|
|
5.00 |
% |
|
|
19,420 |
|
|
|
19,420 |
|
|
|
10/5/18 |
|
|
192,000 |
|
|
|
192,000 |
|
|
|
0 |
% |
|
|
13,440 |
|
|
|
13,440 |
|
|
|
10/5/18 |
|
|
18,000 |
|
|
|
18,000 |
|
|
|
6.00 |
% |
|
|
1,080 |
|
|
|
1,080 |
|
|
|
9/1/2002 |
|
|
30,000 |
|
|
|
30,000 |
|
|
|
6.00 |
% |
|
|
1,800 |
|
|
|
1,800 |
|
|
|
9/12/2002 |
|
|
25,000 |
|
|
|
25,000 |
|
|
|
5.00 |
% |
|
|
1,250 |
|
|
|
1,250 |
|
|
|
8/31/2000 |
|
|
40,000 |
|
|
|
40,000 |
|
|
|
7.00 |
% |
|
|
2,800 |
|
|
|
2,800 |
|
|
|
7/10/2002 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$ |
871,082 |
|
|
$ |
871,082 |
|
|
|
|
|
|
$ |
48,796 |
|
|
$ |
48,796 |
|
|
|
|
|
(c)
NOTES PAYABLE
Notes
payable consist of four notes bearing interest at rates from
3.75% to
6%, which are unsecured with due dates between July and
December 2022. As of December 31, 2021, and 2020, notes payable
amounted to $1,072,000
and $0,
respectively. Accrued interest on the notes at December 31, 2021,
and 2020 are $5,088
and $0,
respectively. Below is a discussion of the details to the notes
payable and a table summarizing the notes with additional
information.
On
July 20, 2021, the Company received cash from an individual in the
amount of $100,000
as a loan bearing interest at
6%, with a term of 12 months of the date received. At
December 31, 2021 and 2020, accrued interest on this note totals
$2,684
and $0,
respectively.
On
August 6, 2021, the Company received cash from an individual in the
amount of $100,000
as a loan bearing interest at
6%, with a term of
12 months of the date received. At December 31, 2021 and
2020, accrued interest on this note totals $2,404
and $0,
respectively.
On
December 31, 2021, the Company executed a note with an individual
who had advanced funds throughout the year to assist management in
their cashflow needs. The total amount received at December 31,
2021 was $722,000.
The note bears interest at
6%, with a term of
12 months from December 31, 2021. Interest will begin to
accrue on January 1, 2022, therefore, there was no accrued interest on this note at
December 31, 2021.
In
September 2020, the Bronx received a Small Business Administration
(“SBA”) Loan pursuant to the Economic Injury Disaster Loan. The
Company received a loan in the amount of $150,000
from the SBA. The SBA Loan is in the form of a Note dated August
29, 2020, which matures on
August 29, 2050. The SBA Loan bears interest at a rate of
3.75% per annum and is payable monthly commencing on August
29, 2021. The monthly principal and interest payment for the SBA
Loan will be $731. All
proceeds from this Loan will be used solely as working capital to
alleviate economic injury caused by the Economic Injury Disaster.
At December 31, 2021, the outstanding balance was $150,000, with accrued interest
of $1,875.
Future
maturities of notes payable are as follows:
SCHEDULE OF FUTURE MATURITIES OF NOTES
PAYABLE
Year
Ending December 31,
|
|
|
|
|
2022 |
|
$ |
924,986 |
|
2023 |
|
|
3,376 |
|
2024 |
|
|
3,505 |
|
2025 |
|
|
3,639 |
|
2026 |
|
|
3,778 |
|
Thereafter |
|
|
132,716 |
|
Total |
|
$ |
1,072,000 |
|
At
December 31, 2021, and 2020, accrued interest on all outstanding
notes payable and notes payable in default were $387,982 and $345,663,
respectively. Interest expense on the outstanding notes amounted to
$53,962 and
$183,669
for the years ended December 31, 2021, and 2020, including the
imputed interest discussed above.
(d)
CONVERTIBLE DEBENTURE:
On
November 27, 2020, the Company executed a convertible debenture
with a corporation in the amount of $74,800, interest accrues at
10% per annum, unsecured, due on
November 27, 2021. The debenture includes a
conversion right to be exercised at any time 180 days after
execution of the note and is 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 insure there are sufficient shares available upon
conversion.
The
convertible debenture also contains a OID or original issue
discount of $6,800,
which was deducted from the proceeds, thus advancing $68,000
to
the Company. Because the Company prepaid the debenture, the OID was
completely expensed in the 2020 year.
On
February 26, 2021, the Company prepaid the Convertible Debenture
and all accrued penalties pursuant to the agreement, along with the
accrued interest. Accrued interest and penalties on December 31,
2020, was $12,045,
and the Convertible Debenture balance was $74,800.
NOTE
6 – INCOME
TAXES
The
Company follows the provisions of ASC 740, “Income Taxes.” This
standard requires a company to determine whether it is more likely
than not that a tax position will be sustained upon examination
based upon the technical merits of the position. If the
more-likely-than-not threshold is met, a company must measure the
tax position to determine the amount to recognize in the financial
statements. As a result of the implementation of this standard, the
Company performed a review of its material tax positions in
accordance with recognition and measurement standards established
by ASC 740.
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 basis. 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 not be realized. Deferred tax assets and
liabilities are adjusted for the effects of changes in tax laws and
rates on the date of enactment.
Deferred
tax assets and the valuation account are as follows:
SCHEDULE OF DEFERRED TAX
ASSETS
|
|
2021 |
|
|
2020 |
|
Deferred tax assets: |
|
|
|
|
|
|
|
|
NOL carryover |
|
$ |
3,838,795 |
|
|
$ |
3,508,211 |
|
Valuation
allowance |
|
|
(3,838,795 |
) |
|
|
(3,508,211 |
) |
Net deferred
tax asset |
|
$ |
- |
|
|
$ |
- |
|
The
income tax provision differs from the amount of income tax
determined by applying the U.S. federal and state income tax rates
of 21% to
pretax income from continuing operations for the years ended
December 31, 2021, and 2020.
The
components of income tax expense are as follows:
SCHEDULE OF COMPONENTS OF INCOME TAX
EXPENSE
|
|
2021 |
|
|
2020 |
|
|
|
|
|
|
|
|
Book loss |
|
$ |
(1,273,214 |
) |
|
$ |
(583,482 |
) |
Stock based compensation |
|
|
970,259 |
|
|
|
427,056 |
|
Non-deductible expenses |
|
|
91 |
|
|
|
87 |
|
Unrealized/Realized gains or losses on
Securities (net) |
|
|
(27,720 |
) |
|
|
2,709 |
|
Change in NOL
valuation allowance |
|
|
330,584 |
|
|
|
153,630 |
|
Income tax expense benefit |
|
$ |
- |
|
|
$ |
- |
|
The
Company currently has no issues creating timing differences that
would mandate deferred tax expense. Net operating losses would
create possible tax assets in future years. Due to the uncertainty
of the utilization of net operating loss carry forwards, a
valuation allowance has been made to the extent of any tax benefit
that net operating losses may generate. A provision for income
taxes has not been made due to net operating loss carry-forwards of
$17,452,897
and
$15,878,689
as of
December 31, 2021, and 2020, respectively, which may be offset
against future taxable income. No tax benefit has been reported in
the financial statements.
A
reconciliation of the beginning and ending amount of unrecognized
tax benefits is as follows:
SCHEDULE OF RECONCILIATION OF BEGINNING AND
ENDING OF UNRECOGNIZED TAX BENEFITS
|
|
2021 |
|
|
2020 |
|
|
|
December 31, |
|
|
|
2021 |
|
|
2020 |
|
|
|
|
|
|
|
|
Beginning balance |
|
$ |
3,508,211 |
|
|
$ |
3,354,581 |
|
Additions based on tax positions
related to current year |
|
|
330,584 |
|
|
|
153,630 |
|
Additions for tax positions of prior
years |
|
|
- |
|
|
|
- |
|
Reductions for tax positions of prior
years |
|
|
- |
|
|
|
- |
|
Reductions in
benefit due to income tax expense |
|
|
- |
|
|
|
- |
|
Ending balance |
|
$ |
3,838,795 |
|
|
$ |
3,508,211 |
|
The
Company did not have any tax positions for which it is reasonably
possible that the total amount of unrecognized tax benefits will
significantly increase or decrease within the next 12
months.
The
Company includes interest and penalties arising from the
underpayment of income taxes in the consolidated statements of
operations in the provision for income taxes. As of December 31,
2021, and 2020, the Company had no
accrued interest or penalties related to uncertain tax
positions.
The
tax years that remain subject to examination by major taxing
jurisdictions are for the years ended December 31, 2021, 2020,
2019, 2018, 2017 and 2016.
NOTE
7 – STOCKHOLDERS’
DEFICIT (RESTATED)
|
A) |
NUMBER
OF SHARES AUTHORIZED |
The
Board of Directors have authorized 550,000,000 shares
of common stock to be issued at a par value of $0.001. As of December 31,
2021 and 2020, 239,790,585 and
230,498,005
shares of common stock are issued and outstanding,
respectively.
The
Board of Directors authorized 50,000 shares of
“blank check” preferred stock. The terms, rights and features of
the preferred stock will be determined by the Board of Directors
upon issuance. Subject to the provisions of the Company’s
certificate of amendment to the articles of incorporation and the
limitations prescribed by law, the Board of Directors would be
expressly authorized, at its discretion, to adopt resolutions to
issue shares, to fix the number of shares and to change the number
of shares constituting any series and to provide for or change the
voting powers, designations, preferences and relative,
participating, optional or other special rights, qualifications,
limitations or restrictions thereof, including dividend rights
(including whether the dividends are cumulative), dividend rates,
terms of redemption (including sinking fund provisions), redemption
prices, conversion rights and liquidation preferences of the shares
constituting any series of the preferred stock, in each case
without any further action or vote by the stockholders. The Board
of Directors would be required to make any determination to issue
shares of preferred stock based on its judgment as to the best
interests of the Company.
During
2016, Board of Directors authorized the issuance of 1,000 shares of
Series A Preferred Stock to David Reichman, the Company’s CEO. Mr.
Reichman has advance significant capital and expended significant
time to the Company without compensation. As an effort to give Mr.
Reichman security for his advances, the 1,000 shares of
preferred were issued. The Series A Preferred Shares have the
following features attached:
|
1) |
Non-participating
in the dividends to the Common Shareholders |
|
2) |
No
Liquidation Preference |
|
3) |
Voting Rights to include: the right to vote
in an amount equal to 51% of the total vote with respect to any
proposal relating to (a) increasing the authorized share capital of
the Company, (b) effecting any forward stock split of the
Company’s authorized, issued or outstanding shares of capital
stock, and (c) any other matter subject to a shareholder
vote. |
|
4) |
No
conversion rights |
|
5) |
Redemption
Rights: The Series A shares shall be automatically redeemed upon
(a) Mr. Reichman ceases to serve as an officer or director of the
Company, (b) on the date that the Company’s shares or common stock
first trade on any national securities exchange |
|
C) |
ISSUANCES
OF COMMON STOCK |
On
May 6, 2020, the Board of Directors authorized the issuance of
3,040,000
shares for services valued at $60,800, the market
price of the shares upon grant.
On
June 24, 2020, the Board of Directors authorized the issuance of
1,500,000
shares for services valued at $30,000, the market
price of the shares upon grant.
On
September 3, 2020, the Board of Directors authorized the issuance
of 500,000
shares for services valued at $20,750, the market
price of the shares upon grant.
On
September 23, 2020, the Board of Directors authorized the issuance
of 1,500,000
shares for services valued at $30,000, the market
price of the shares upon grant.
On
November 18, 2020, the Board of Directors authorized the issuance
of
10,000,000 shares
for investor relations (IR) and marketing services valued at
$1,158,000,
the market price of the shares upon grant.
On
December 3, 2020, the Board of Directors authorized the issuance of
3,000,000
shares for IR services valued at $322,500, the
market price of the shares upon grant. Since the service period had
not been completed on December 31, 2020, the Company recorded a
prepaid expense in the amount of $222,167, which will be expensed in
the first quarter 2021.
On
December 16, 2020, the Board of Directors authorized the issuance
of 3,000,000
shares for services valued at $249,674, the
market price of the shares upon grant.
On
December 19, 2020, the Board of Directors authorized the issuance
of 4,663,705
shares for the conversion of related party notes payable and
accrued interest of $510,676, the
market price of the shares upon grant.
On
December 19, 2020, the Board of Directors authorized the issuance
of
2,500,000 shares for the services valued $161,875,
the market price of the shares upon grant.
On
December 31, 2020, the Board of Directors authorized the issuance
of 184,840
shares previously “held for cancellation” shares that were issued
in 2013 for services. No expense was recorded for this
adjustment.
On
January 2, 2021, the Board of Directors authorized the issuance of
1,500,000
shares for services valued at $148,500, the
market price of the shares upon authorization.
On
March 15, 2021, the Board of Directors authorized the issuance of
3,000,000
shares for IR services valued at $322,500, the
market price of the shares upon grant.
On
April 1, 2021, the Board of Directors authorized the issuance of
2,650,000 shares for
the acquisition of Bronx Family Eye Care, Inc. The Acquisition
closed on December 31, 2021 was valued at $4,346,000, the
market price of the shares upon closing.
On
April 7, 2021, the Board of Directors authorized the issuance of
50,000
shares for services valued at $97,500, the market
price of the shares upon authorization.
On
June 30, 2021, the Board of Directors authorized the issuance of
116,995
shares for services valued at $168,473, the
market price of the shares upon authorization.
On
June 7, 2021, Management renegotiated the contract service
agreements with three professionals wherein the
250,000 shares
received by each on January 2, 2021, would be earned and recorded
each quarter with the number of shares earned based on the average
moving stock price for the last 10 days of each quarter. The
modification of the original agreement resulted in the total
750,000 shares being valued
at $1,312,500 which was the
fair value on June 7, 2021. The 250,000 shares issued to each consult were
then considered unvested at the beginning of the year. The expense
would be recorded each quarter and the shares would be determined
to be vested and earned each quarter.
On
August 11, 2021, the Board of Directors authorized the issuance of
125,000
shares for legal services valued at $237,500, the
market price of the shares upon authorization.
On
September 29, 2021, the Board of Directors authorized the issuance
of
1,282,140 shares
for medical advisory, charitable and other services valued at
$1,730,889,
the market price of the shares upon authorization.
On
November 1, 2021, the Board of Directors authorized the issuance of
82,573 shares
of common stock for services valued at $85,920,
the
market price of the shares upon authorization.
On
November 1, 2021,
3,080 warrants
were exercised with cash of $8,471
for
the issuance of
3,080 shares
of common stock.
On
December 31, 2021, the Board of Directors authorized the issuance
of
282,121 shares
of common stock for services valued at $437,180,
the market price of the shares upon authorization.
On
December 31, 2021, the Board of Directors authorized a total of
100,671 additional
shares of common stock to be issued to three consultants as
determined by the average moving stock price for the last 10 days
of the quarter per their service agreement. The 100,671 shares of common
stock had a fair value of $151,007.
On
December 31, 2021, the Board of Directors authorized the issuance
of
100,000 shares
of common stock for cash of $100,000
pursuant
to a private placement memorandum.
|
D) |
2007
OMNIBUS STOCK AND INCENTIVE PLAN |
On
September 24, 2007, the Board of Directors authorized the creation
of the 2007 Omnibus Stock and Incentive Plan (the “2007 Plan”). The
2007 Plan was approved by the stockholders on November 28, 2007. An
aggregate of 60,000
shares of common stock is reserved for issuance and available for
awards under the 2007 Plan.
Awards
under the 2007 Plan may include non-qualified stock options,
incentive stock options, stock appreciation rights (“SARs”),
restricted shares of common stock, restricted units and performance
awards. For a complete description of the Plan, see Global Tech’s
Form 8-K filed with the SEC on November 7, 2007.
Effective
January 1, 2009, the Company organized the Tree Top Industries
Profit-Sharing Plan Trust, to manage the Company’s Employee Stock
Option Profit-Sharing Plan (“the Plan”). On November 13, 2018, the
Trust name was changed to Global Tech Industries Group Profit
Sharing Plan Trust. At the direction of the Board of Directors, the
Company annually issues share to the Trust for the future benefit
of the employees of the Company. The plan allows the Board of
Directors to issue shares to the Trust annually to be allocated to
the participants.
The
Plan was organized consistent with the requirements of Section
401(a) of the Internal Revenue Code of 1986; however, the Plan has
not been administered as a qualified retirement plan, and
therefore, the shares issued to the ESOP have not been deducted for
federal tax purposes. The employee group is a Top-Heavy group of
Key Employees, however, the plan will also cover all employees that
are eligible. Eligibility occurs for each employee that is employed
on the anniversary date of the Plan. Participation shall cease upon
the termination of the employee services, on account of death,
disability, retirement or the separation from the employer. Each
year the Employer shall contribute either cash or stock of the
Corporation, an amount to the Plan as shall be determined by the
Board of Directors. The contributions vest as follows:
|
For
each of the first two years of Service |
10% per year |
|
Each
additional year of Service over two years |
20% additional |
|
Full
vesting after six years of Service |
0% |
Retirement
and death benefits commence at the termination of Service. Benefits
may be paid in Cash, Stock or through a Qualified Join and Survivor
Annuity.
Pursuant
to ASC 718, the Company’s ESOP Plan is a non-leveraged plan, and
therefore compensation expense is recorded at the fair value of the
shares issued at the grant date. The Company has never issued
dividends to its shareholders, and therefore no dividends have been
issued to the ESOP plan. The ESOP shares are considered issued and
outstanding for the earnings per share computation. Compensation
expense of $0
and
$150,000
has
been recorded during 2020 or 2019, respectively, for the ESOP
shares issued. There have been
23,500,000 and
23,500,000 share
allocated to the participants of the Plan, as of December 31, 2021,
and 2020, respectively and none of the shares have been committed
for release. There are no shares in suspense as of December 31,
2021, and 2020, respectively. The fair value of the ESOP shares
being held by the Trust as of December 31, 2021, and 2020 is
$35,250,000
and
$2,350,000,
respectively. There is no repurchase obligation on the Company to
purchase back any shares issued to the ESOP Trust. No dividends
have been issued to the ESOP Trust, therefore there has been no tax
benefit treatment in the Earnings Per Share computation.
No
ESOP shares were issued for the 2021 or 2020 years.
On
December 19, 2020, in conjunction with the conversion of related
party notes, accrued interest and compensation, the Company
authorized the issuance of 4,500,664
stock options with the following features:
|
● |
One
option allows for the purchase of one share of common
stock |
|
● |
The
strike price of the option is $.01 |
|
● |
The
conversion term is 2 years from issuance
date |
|
● |
All
options are vested immediately |
The
value of the options were determined using the Black-Scholes
valuation method, and the Company uses the following methods to
determine its underlying assumptions: expected volatilities are
based on the historical monthly closing price of the Company’s
common stock; the expected term is 2 year, the risk free interest
rate used is based on the U.S Treasury implied yield zero-coupon
issue with similar life terms to the expected life of the grant;
and the expected divided yield is based on the current annual
dividend. No compensation was recorded with the
4,500,664-option issuance as the $447,813
valuation of the options granted did not exceed the recorded amount
of debt it was converting.
SCHEDULE OF STOCK OPTION
ISSUANCE OF FAIR VALUE ASSUMPTIONS
Assumptions: |
|
2020 |
|
Assumptions applicable to stock
options issued |
|
|
|
|
Risk-free interest
rate |
|
|
3 |
% |
Expected lives (in years) |
|
|
2 |
|
Expected stock volatility |
|
|
72 |
% |
Dividend yield |
|
|
- |
|
Stock
option transactions are as follows:
SCHEDULE OF STOCK OPTIONS
|
|
|
|
|
|
Weighted |
|
|
Weighted |
|
|
|
|
|
|
|
|
|
|
Average |
|
|
Average |
|
|
Aggregate |
|
|
|
|
|
|
|
Exercise |
|
|
Remaining |
|
|
Intrinsic |
|
|
|
|
Shares |
|
|
Price |
|
|
Term |
|
|
Value |
|
Outstanding
on January 1, 2020 |
|
|
|
- |
|
|
$ |
- |
|
|
|
- |
|
|
$ |
- |
|
Granted |
|
|
|
4,500,644 |
|
|
|
.01 |
|
|
|
2
yrs |
|
|
|
427,563 |
|
Exercised |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Forfeited |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Outstanding
on December 31,2020 |
|
|
|
4,500,664 |
|
|
$ |
.01 |
|
|
|
2
yrs |
|
|
$ |
427,563 |
|
Granted |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Exercised |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Forfeited |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Outstanding
on December 31, 2021 |
|
|
|
4,500,664 |
|
|
$ |
.01 |
|
|
|
1
yrs |
|
|
$ |
427,563 |
|
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
Assumptions: |
|
|
2021
Warrants
|
|
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 STOCK WARRANTS
ACTIVITIES
|
|
|
|
|
|
Weighted |
|
|
Weighted |
|
|
|
|
|
|
|
|
|
|
Average |
|
|
Average |
|
|
Aggregate |
|
|
|
|
|
|
|
Exercise |
|
|
Remaining |
|
|
Intrinsic |
|
|
|
|
Shares |
|
|
Price |
|
|
Term |
|
|
Value |
|
Outstanding
at January 1, 2020 |
|
|
|
- |
|
|
$ |
- |
|
|
|
- |
|
|
$ |
- |
|
Granted |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
Exercised |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
Forfeited |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
Outstanding
at December 31, 2020 |
|
|
|
- |
|
|
$ |
- |
|
|
|
- |
|
|
$ |
- |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Granted |
|
|
|
23,364,803 |
|
|
|
2.75 |
|
|
|
2.0
yrs |
|
|
$ |
57,689,800 |
|
Exercised |
|
|
|
(3,080 |
) |
|
|
2.75 |
|
|
|
- |
|
|
|
(8,471 |
) |
Forfeited |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
Outstanding
at December 31, 2021 |
|
|
|
23,361,723 |
|
|
$ |
2.75 |
|
|
|
1.25
yrs |
|
|
$ |
57,681,330 |
|
During
the years ended December 31, 2021 and 2020, the Company recorded
imputed interest on a non-interest-bearing note in the amount of
$13,440 and $13,440, respectively, as an
increase in additional paid in capital.
NOTE
8- COMMITMENTS AND
CONTINGENCIES
Global
Tech Industries Group, Inc. currently does not lease, rent or own
any property, however our subsidiary Bronx has entered into the
following leases:
In
June 2016, we entered into a month-to-month lease for retail space
at 432 East 149th St. in Bronx, NY. Every year in June,
there is a 3% increase in the
rent fees. In June 2020 base rent was $4,035.79 + utility and maintenance
charges. As of December 2021, base rent charge was $4,280.86 + maintenance and
utility.
In
June 2016, we entered into a month-to-month lease for retail space
at 2336 Grand Concourse. in Bronx, NY.
In
2020 base rent was performance based and monthly totals ranged
between $3,500 to $7,000. As of April 2020, we
entered into an agreement for a fixed monthly of $4,500 with no rent increases
during 2022. In April 2023, the lease will increase by 3%.
In
September 1, 2018, we entered a 5-year
operating lease for a retail space at 593 East Tremont in Bronx, NY
with monthly payments of $3,903.84. In September of 2020,
monthly rent increased to $4,020.96. In January of 2022,
monthly rent increased to $4,265.83. In September of 2021,
there is an option to renew for an additional 5
years.
In
November 2020, we entered a 5-year
operating lease for a retail space at 1420 St. Nichlas in Bronx, NY
with monthly payments at $22,000, of which
$2,000 each month is appropriated
towards a security deposit. A security deposit of $40,000 was paid upon signing of the
lease as of December 31, 2020, $40,000 is recorded as a security
deposit asset on the balance sheet. As of December 1, 2021, there
is $60,000 (3 months rent) in security
deposit held by the landlord company. On this date, recurring
monthly charges will be $21,500 per month. On December
1, 2022 rent charge will increase to $22,145/month. On December 1,
2023, rent charge will increase to $22,809. On December 1, 2024
rent charge will increase to $23,493. This lease is up for
renewal in December 2025.
Two
of our leases are month to month and are considered short-term
operating leases and are precluded from being recognized as
Right-of Use assets, however, our other two leases with long terms
have been reported as ROU asset in the property, plant and
equipment category, with offsetting operating lease liabilities,
both current and long-term.
All
of our retail leases include fixed rental payments. In addition, we
also commonly enter into leases under which the lease payments
increase at pre-determined dates based on a 3% cost of living
increase. While some of our leases are gross leases, we also have
leases in which we make separate payments to the lessor based on
the lessor’s property and casualty insurance costs and the property
taxes assessed on the property, as well as a portion of the common
are maintenance associated with the property. We have elected the
practical expedient method and do not separate lease and non-lease
components for all of our building leases.
During
2021 and 2020, we recognized rent expense associated with our
leases as follows:
SCHEDULE OF LEASE COST
|
|
2021 |
|
|
2020 |
|
Operating
lease costs: |
|
|
|
|
|
|
Fixed
Rent expense |
|
$ |
5,733 |
|
|
$ |
- |
|
Net
lease cost |
|
$ |
5,733 |
|
|
$ |
- |
|
Lease
cost – General & administrative |
|
$ |
5,733 |
|
|
$ |
- |
|
Net
lease cost |
|
$ |
5,733 |
|
|
$ |
- |
|
The
future payments due under operating leases as of December 31, 2021
is as follows:
Due
in:
SCHEDULE OF operating leases payments
due
|
|
|
2021 |
|
2022 |
|
$ |
316,932 |
|
2023 |
|
|
312,102 |
|
2024 |
|
|
281,916 |
|
|
|
|
|
|
Total
future payments |
|
|
910,950 |
|
Less
effects of discounting |
|
|
(77,154 |
) |
Lease
liability recognized |
|
$ |
833,796 |
|
As of
December 31, 2021, the weighted average remaining lease term for
our operating leases is 2.5 years.
Because
we generally do not have access to the rate implicit in the lease,
we utilize our incremental borrowing rate as the discount rate. The
weighted average discount rate associated with operating leases as
of December 31, 2021 is 6%. The incremental
borrowing rate is the rate of interest that we would have to pay to
borrow on a collateralized basis over a similar term and amount
equal to the lease payments in a similar economic environment. In
determining that rate, the Company considers prevailing economic
conditions at the commencement date and factors such as
company-specific credit risk, term of the lease and options, and
the effect of collateralization based on the nature and quality of
the underlying asset.
During
March 2013, the Company was named in an action pertaining to the
75% working interest in
the Ownbey Lease. Subsequent to the Company’s purchase of the
assets and the termination of the operator, a mechanics lien was
filed against the property claiming approximately $267,000 in fees are due to the
previous operator. An action commenced in the District Court of
Chautauqua County, Kansas, captioned Aesir Energy, Inc. vs.
American Resource Technologies, Inc.; Nancy Ownbey Archer; Jimmy
Stephen Ownbey; Robbie Faye Butts; Global Tech Industries Group,
Inc. and TTII oil & Gas, Inc. In February 2017, the Chautauqua
Court ruled that the acquisition agreement be nullified. During
2019, all assets and liabilities were removed from the companies’
books including an asset retirement obligation of $101,250 that was
associated with the oil and gas property. No other monetary claims
have been asserted against GTII or TTII Oil & Gas,
Inc
On
February 3, 2017, the Company filed suit in Eastern District
Federal Court New York against American Resource Technologies,
Inc., (ARUR) and several directors and officers relating to the
Chautauqua County Court Kansas decision nullifying the acquisition
Agreement of ARUR. The Company has made several attempts to recover
the shares of GTII stock paid to ARUR for the asset acquisition and
the various costs and expenses expended by GTII in fulfillment of
its obligations under the contract with ARUR. The failure of
non-litigation attempts to resolve the matter resulted in filing an
action for declaratory judgment in the US District Court for the
Eastern District of New York, Docket No. 17-CV-0698. The case was
subsequently withdrawn due to the close of ARUR operations. During
the 2nd quarter 2020, the Company was successful in
recalling the 4,668,530 shares and cancelling
them from the shareholders list.
On
December 30, 2016, the Company executed a stock purchase agreement
(the “Agreement”), which was signed and closed in Hong Kong, with
GoFun Group, Ltd. through its wholly owned subsidiary Go F & B
Holdings, Ltd. GoFun Group, Ltd. is a privately held company
running a casual dining restaurant business, based in Hong Kong.
Subsequent to the agreement being signed, GoFun Group failed to
substantially perform under the agreement, including, but not
limited to providing audited financials of its assets, making the
ongoing payments called for in the agreement, along with other
matters that led Global Tech to initiate litigation in the United
States. Currently, Global Tech and GoFun are litigating the matter
in the U.S District Court for the Southern District of New York,
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
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. 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.
Effective
October 1, 2007, the Company entered into a two-year employment
agreement with David Reichman, Chief Executive Officer, pursuant to
which Mr. Reichman was paid an annual salary of $250,000, payable in semi-monthly
installments. In addition, Mr. Reichman may be paid a bonus or
bonuses during each year, as determined at the sole discretion of
the Board of Directors and receive stock options to purchase
1.2
million shares of common stock as discussed above. During the year
ended December 31, 2009, the Board of Directors approved the
extension of this contract an additional two years from the date of
expiration, at an annual salary of $500,000. During the year ended
December 31, 2012, the Board of Directors approved the extension of
this contract until December 31, 2013, with a salary of $1.
Mr. Reichman’s salary has been accruing because Global Tech is
without the resources to pay the salary in full. This employment
agreement was filed on November 7, 2007, as exhibit 99.2 to a
current report of the Company on Form 8-K and is incorporated
herein by reference. Mr. Reichman’s contract has been extended by
mutual consent to December 31, 2017. Predicated upon the executed
Agreement between GTII and GoFun, The Board of Directors of GTII
voted pursuant to the Agreement to begin salary payments as of
April 2, 2017, retroactive to January 1, 2017, and thru December
31, 2021.
Effective
April 1, 2009, the Company entered into a three-year employment
agreement with Kathy Griffin, President, pursuant to which Mrs.
Griffin was paid an annual salary of $127,500, payable in semi-monthly
installments. In addition, Mrs. Griffin may be paid a bonus or
bonuses during each year, as determined at the discretion of the
CEO, and receive stock options to purchase shares of common stock
as discussed above. Mrs. Griffin was given a salary increase
effective April 1, 2010, to an annual salary of $180,000. This salary increase accrued
in 2010 because Global Tech was without resources to pay the salary
increase. This employment agreement was filed on March 25, 2010, as
exhibit 10.1 to a current report of the Company on Form 8-K and is
incorporated herein by reference. Mrs. Griffin’s employment
contract has been extended on December 31, 2012, until December 31,
2013, with a salary of $1. Mrs. Griffin’s contract was
extended by mutual consent to December 31, 2017. Predicated upon
the executed Agreement between GTII and GoFun, The Board of
Directors of GTII voted pursuant to the Agreement to begin salary
payments as of April 2, 2017, retroactive to January 1, 2017, and
thru December 31, 2020. During 2021, Mrs. Griffin began to work
part-time and therefore was accrued salaries of $90,000 per year.
Effective
April 1, 2021, the Company entered into a twelve-month
employment agreement with Nikolay Bitsenko the Senior Optometrist,
pursuant to which Mr. Bitsenko was paid an annual salary of
$148,356,
payable in monthly installments. In addition, Mr. Bitsenko may be
paid a bonus or bonuses during the year, as determined at the
discretion of the board of directors.
Effective
April 1, 2021, the Company entered into an eighteen-month
employment agreement with Michael Andreyev, a Staff Optometrist
pursuant to which Mr. Andreyev was paid an annual salary of
$74,400,
payable in monthly installments. In addition, Mr. Andreyev may be
paid a bonus or bonuses during the year, as determined at the
discretion of the board of directors.
NOTE
9 - 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 on December 31, 2021, and 2020 amounted to
$163,000 and
$31,000, respectively.
All realized gains and losses and unrealized gains and losses are
recorded in earnings. For the year ended December 31, 2020, the
Company recorded a net loss of $12,901 which
consisted of realized gains of $40, and
unrealized losses of $12,941.
For the year ended December 31, 2021, the Company recorded a net
gain of $132,000 which
consisted of unrealized gains. 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 10 – RESTATEMENT OF PRIOR ISSUED
FINANCIAL STATEMENTS
The financial statements for the year ended December 31, 2021 have
been restated due to an error in reporting the market value of our
acquisition. The original valuation was based on the Fair Market
Value of shares issued for the acquisition on the agreement of the
transaction (grant date) and has been changed to the Fair Market
Value on the closing date of the transaction. The decrease in share
value resulted in a reduction of Goodwill acquired and a
corresponding decrease in Additional paid-in-capital. The
restatement did not have an impact on the statement of operations
or cash flows of the Company. The impact of the Restatement is
shown as follows at December 31, 2021:
SCHEDULE OF RESTATEMENT OF PRIOR ISSUED FINANCIAL
STATEMENTS
|
|
|
|
|
|
|
|
|
|
|
|
Year Ended December 31, 2021 |
|
|
|
|
|
|
As
Previously |
|
|
|
|
|
|
|
|
|
Reported |
|
|
Adjustment |
|
|
As Restated |
|
Balance Sheet
Data: |
|
|
|
|
|
|
|
|
|
|
|
|
Goodwill |
|
|
6,443,559 |
|
|
|
(2,623,500 |
) |
|
|
3,820,059 |
|
Additional paid-in-capital |
|
|
(237,774,709 |
) |
|
|
2,623,500 |
|
|
|
(235,151,209 |
) |
NOTE
11 - SUBSEQUENT
EVENTS
The Company has evaluated events occurring after December 31, 2021
through the date these financial statements were issued and noted
the following items requiring disclosure:
On January 4, 2022, the Board of Directors authorized the issuance
of 50,000 shares of
common stock for art procurement consulting.
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.
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 common 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, Classroom Salon Holdings, LLC, executed
membership interest purchase agreements, as well as assignments of
membership interests, resulting in the potential acquisition of
100% of
Classroom Salon, LLC, a Pennsylvania limited liability company,
subject to the closing conditions. 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.
Classroom Salon Holdings and Classroom Salon, LLC combined have no
revenues, assets or liabilities, however, Class Salon, LLC holds a
license agreement with Carnegie Mellon University with the
following terms:
On
January 16, 2014 and updated and revised on February 25, 2022,
Classroom Salon, LLC signed a licensing agreement with Carnegie
Mellon University for the purpose of further development of the
licensed technology. As part of the agreement, Carnegie Mellon
acquired an ownership interest of 9.55% in Classroom
Salon, LLC and also received an agreement for future royalties. The
term of the license agreement is for a period of 20 years. Minimum
performance requirements are listed below.
|
(i) |
Submission
of a revised business plan to Carnegie Mellon, solely acceptable to
Carnegie Mellon, by April 30, 2022. |
|
(ii) |
Execution
of agreement(s) with any development partner(s) involving the
Licensed Technology to be completed no later than December 31,
2022. |
|
(iii) |
Funding
of $5,000,000
(including grants) attained by January 31, 2024 |
|
(iv) |
Rebranded
product specification of a Licensed Product to be developed and
preliminary market testing of a Licensed Product to be completed by
July 31, 2024. |
|
(v) |
Commercial
product introduction of a Licensed Product to be achieved by
January 31, 2025. |
|
(vi) |
Minimum
revenues during the three years specified below must meet the
following schedule: |
|
|
a) |
Year
ending 2025 = $1,000,000 |
|
|
b) |
Year
ending 2026 = $2,500,000 |
|
|
c) |
Year
ending 2027 = $5,000,000 |
Carnegie
Mellon is entitled to a royalty of 2.85% of net sales. If
licensee decides to sublicense, Carnegie Mellon is entitled to
20% of the sublicense
fee.
The
licensed technology is the following: Title: Media Annotation
Visualization Tools and Techniques, and an Aggregate-Behavior
Visualization System Utilizing Such Tools and Techniques. (patent
no. 10/061,756)
Following
December 31, 2021, there was a difference in interpretation of the
terms of the purchase agreement between the Company and Bronx
Family Eye Care Inc. We have since agreed on the terms and are
currently working on executing an amendment to the purchase
agreement.
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.
On March 17, 2022, the Board of Directors authorized the issuance
of 125,000 shares of
common stock for legal services performed.
ITEM 9. Changes in and Disagreements with Accountants on
Accounting and Financial Disclosures
ITEM 9A. 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 December 31,
2021.
Management’s
Annual Report on Internal Control over Financial
Reporting
Our
management is responsible to establish and maintain adequate
internal control over financial reporting. Our Chief Executive
Officer and Chief Financial Officer are responsible to design or
supervise a process that provides reasonable assurance regarding
the reliability of financial reporting and the preparation of
financial statements for external purposes in accordance with
generally accepted accounting principles. The policies and
procedures include:
●
maintenance of records in reasonable detail to accurately and
fairly reflect the transactions and dispositions of
assets,
●
reasonable assurance that transactions are recorded as necessary to
permit preparation of financial statements in accordance with
generally accepted accounting principles, and that receipts and
expenditures are being made only in accordance with authorizations
of management and directors, and
●
reasonable assurance regarding prevention or timely detection of
unauthorized acquisition, use or disposition of assets that could
have a material effect on our financial statements.
Internal
control over financial reporting cannot provide absolute assurance
of achieving financial reporting objectives because of its inherent
limitations, including the possibility of human error and
circumvention by collusion or overriding of controls. Accordingly,
even an effective internal control system may not prevent or detect
material misstatements on a timely basis. Also, projections of any
evaluation of effectiveness to future periods are subject to the
risk that controls may become inadequate because of changes in
conditions or that the degree of compliance with the policies or
procedures may deteriorate.
For
the year ended December 31, 2021, our management has relied on the
Committee of Sponsoring Organizations of the Treadway Commission
(COSO - 2013), “Internal Control - Integrated Framework,” to
evaluate the effectiveness of our internal control over financial
reporting. Based upon that framework, management concluded that our
internal control over financial reporting had material weaknesses
and was not effective as of December 31, 2021. A material weakness
is a deficiency, or combination thereof, in internal control over
financial reporting, such that there is a reasonable possibility
that a material misstatement of the Company’s annual or interim
financial statements will not be prevented or detected on a timely
basis.
The
material weaknesses relate to the limited number of persons
responsible for the recording and reporting of financial
information, the lack of separation of financial reporting duties,
and the limited size of our management team in general. We are in
the process of evaluating methods of improving our internal control
over financial reporting, including the possible addition of
financial reporting staff and the increased separation of financial
reporting responsibility, and intend to implement such steps as are
necessary and possible to correct these material
weaknesses.
This
annual report does not include an attestation report of the
Company’s registered public accounting firm regarding internal
control over financial reporting. Management’s report was not
subject to attestation requirements by the company’s registered
public accounting firm pursuant to temporary rules of the
Securities and Exchange Commission that permit the company to
provide only management’s report in this annual report.
Changes
in Internal Controls over Financial Reporting
During
the year ended December 31, 2021, there was no significant change
in our internal controls over financial reporting or in other
factors that materially affected, or are reasonably likely to
materially affect, our internal controls over financial
reporting.
Inherent
Limitations over Internal Controls
GTII’s
management does not expect that its disclosure controls or its
internal control over financial reporting will prevent or detect
all error and all fraud. A control system, no matter how well
designed and operated, can provide only reasonable, not absolute,
assurance that the control system’s objectives will be met. The
design of a control system must reflect the fact that there are
resource constraints, and the benefits of controls must be
considered relative to their costs. Further, because of the
inherent limitations in all control systems, no evaluation of
controls can provide absolute assurance that misstatements due to
error or fraud will not occur or that all control issues and
instances of fraud, if any, within GTII have been detected. These
inherent limitations include the realities that judgments in
decision making can be faulty and that breakdowns can occur because
of simple error or mistake. Controls can also be circumvented by
the individual acts of some persons, by collusion of two or more
people, or management override of the controls. The design of any
system of controls is based in part on certain assumptions about
the likelihood of future events, and there can be no assurance that
any design will succeed in achieving its stated goals under all
potential future conditions. Projections of any evaluation of
controls effectiveness to future periods are subject to risks. Over
time, controls may become inadequate because of changes in
conditions or deterioration in the degree of compliance with
policies or procedures.
Our
disclosure controls and procedures are designed to provide
reasonable assurance of that our reports will be accurate. Our
Chief Executive Officer and Principal Accounting Officer concludes
that our disclosure controls and procedures were not effective at
that reasonable assurance level, as of the end of the period
covered by this Form 10-K due to the lack of sufficient segregation
of duties and the lack of appropriate personnel. The Company plans
to address these material weaknesses as resources become available
by hiring additional professional staff, such as a Chief Financial
Officer, as funding becomes available, outsourcing certain aspects
of the recording and reporting functions, and separating
responsibilities. Our future reports shall also indicate that our
disclosure controls and procedures are designed for this reason and
shall indicate the related conclusion by the Chief Executive
Officer and Principal Accounting Officer as to their
effectiveness.