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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 10-K

 

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.

 

 

 

 

 

 

Table of Contents  
     
PART I  
     
Item 1. Business 3
     
Item 2. Properties 7
     
Item 3. Legal Proceeding 7
     
Item 4. Mine Safety 8
     
PART II  
     
Item 5. Market for the Registrant’s Common Equity and Related Stockholder Matters and Issuer Purchases of Equity Securities 9
     
Item 6. Selected Financial Data 10
     
Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations 10
     
Item 8. Financial Statements and Supplementary Data 14
     
Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure 45
     
Item 9A. Controls and Procedures 45
     
PART III  
     
Item 10. Directors and Executive Officers and Corporate Governance 47
     
Item 11. Executive Compensation 53
     
Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Shareholder Matters 56
     
Item 13. Certain Relationships and Related Transactions, and Director Independence 57
     
Item 14. Principal Accounting Fees and Services 59
     
PART IV  
     
Item 15. Exhibits, Financial Statements Schedules 60
     
  Signatures 63
     
  Certifications  

 

2

 

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.

 

3

 

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.

 

4

 

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.

 

5

 

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.

 

6

 

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.

.

7

 

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

 

8

 

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.

 

9

 

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.

 

10

 

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.

 

11

 

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.

 

12

 

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.

 

13

 

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

 PCAOB ID: 6117

 

14

 

Global Tech Industries Group, Inc.

Consolidated Balance Sheets

 

   December 31,   December 31, 
   2021   2020 
ASSETS          
CURRENT ASSETS          
Cash and cash equivalents  $359,143   $2,479 
Accounts receivable   78,721    - 
Inventory   290,710    - 
Prepaid expenses   -    222,167 
Marketable securities   163,000    31,000 
           
Total Current Assets   891,574    255,646 
           
PROPERTY PLANT & EQUIPMENT          
Fixed assets (net)   

112,603

    

2,946

 
Right-of use assets – operating leases   

833,796

    

-

 
           
Total Property, Plant and Equipment   

946,399

    

2,946

 
           
OTHER ASSETS          
License   3,333    - 
Fine art   67,845    - 
Security deposits   67,808    - 
Goodwill   6,443,559    - 
           
Total Other Assets   6,582,545    - 
           
TOTAL ASSETS  $8,420,518   $258,592 
           
LIABILITIES AND STOCKHOLDERS’ EQUITY (DEFICIT)          
           
CURRENT LIABILITIES          
Accounts payable and accrued expenses  $791,008   $610,715 
Accounts payable and accrued expenses-related parties   590,060    8,953 
Accrued interest payable   387,982    357,708 
Notes payable in default   871,082    871,082 
Due to related parties   -    109,513 
Convertible debenture   -    74,800 
Notes payable   922,000    - 
Current portion of operating lease liabilities   

274,222

    

-

 
Current portion of long-term debt   2,986    - 
           
Total Current Liabilities   3,839,340    2,032,771 
           
LONG-TERM LIABILITIES          
           
Long-term operating lease liabilities   

559,574

    

-

 
Note payable   147,014    - 
           
Total Long-term Liabilities   706,588    - 
           
Total Liabilities   4,545,928    2,032,771 
           
STOCKHOLDERS’ EQUITY (DEFICIT)          
Preferred stock, par value $.001, 50,000 authorized, 1,000 issued and outstanding   1    1 
Common stock, par value $0.001 per share, 550,000,000 shares authorized; 255,790,585 (including 16,000,000 shares held in escrow) and 240,998,005 issued and 239,790,585 and 230,498,005 outstanding, respectively   255,791    230,498 
Additional paid-in-capital   237,774,709    168,398,511 
Accumulated (Deficit)   (234,155,911)   (170,403,189)
           
Total Stockholders’ Equity (Deficit)   3,874,590    (1,774,179)
           
TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY (DEFICIT)  $8,420,518   $258,592 

 

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

 

15

 

Global Tech Industries Group, Inc.

Consolidated Statements of Operations

 

   2021   2020 
   For The Years Ended 
   December 31, 
   2021   2020 
         
         
REVENUES, net  $24,120   $8,500 
           
COST OF SALES, net   5,033    - 
           
GROSS PROFIT   19,087    8,500 
           
OPERATING EXPENSES          
           
General and administrative   237,093    65,856 
Compensation and professional fees   5,370,318    2,507,236 
Charitable donations   540,213    - 
Depreciation   3,000    267 
           
Total Operating Expenses   6,150,624    2,573,359 
           
OPERATING LOSS   (6,131,537)   (2,564,859)
OTHER INCOME (EXPENSES)          
           
Gain (loss) on sale of marketable securities   132,000    (12,901)
Interest expense   (63,385)   (200,726)
           
Total Other Income (Expenses)   68,615    (213,627)
           
LOSS BEFORE INCOME TAXES   (6,062,922)   (2,778,486)
           
INCOME TAX EXPENSE   -    - 
           
COMPREHENSIVE LOSS  $(6,062,922)  $(2,778,486)
           
BASIC AND DILUTED LOSS PER SHARE  $(0.03)  $(0.01)
          
WEIGHTED AVERAGE NUMBER OF SHARES OUTSTANDING, BASIC AND DILUTED   234,889,168    207,923,257 

 

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

 

16

 

Global Tech Industries Group, Inc.

Consolidated Statement of Stockholders’ Deficit

For the Years Ended December 31, 2021 and 2020

 

   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 
                                    
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)
                                    
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    6,966,850         6,969,500 
                                    
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)
                                    
                                    
Balance, December 31, 2021   1,000   $1    255,790,585   $255,791   $237,774,709   $(234,155,911)  $3,874,590 

 //

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

 

17

 

Global Tech Industries Group, Inc.

Consolidated Statements of Cash Flows

 

   2021   2020 
   For The Years Ended 
   December 31, 
   2021   2020 
         
CASH FLOWS FROM OPERATING ACTIVITIES          
           
Net loss  $(6,062,922)  $(2,778,486)
Adjustments to reconcile net loss to net cash used in          
operating activities (net of acquisition):          
Depreciation   3,000    267 
Stock issued for services   4,620,280    2,033,599 
Imputed interest on loan   13,440    13,440 
(Gain) loss on marketable securities   (132,000)   12,901 
Change in operating assets and liabilities          
(Increase) decrease in prepaid expenses   222,167    (222,167)
(Increase) in accounts receivable   (24,120)   - 
Decrease in inventory   5,033    - 
Increase in accounts payable and accrued expenses   89,916    577,299 
Increase (decrease) in accounts payable and accrued expenses-officers and directors   581,106    (2)
Increase in accrued interest payable   28,477    54,201 
Increase in accrued interest payable-officers and directors   -    135,549 
           
Net Cash Used in Operating Activities   (655,623)   (173,399)
           
CASH FLOWS FROM INVESTING ACTIVITIES          
           
Cash acquired in acquisition   238,972    - 
Cash paid for property and equipment   (5,000)   (3,213)
Proceeds from sale of marketable securities   -    143 
Cash paid for other assets   (67,844)   - 
           
Net Cash Provided by (Used in) Investing Activities   166,128    (3,070)
           
CASH FLOWS FROM FINANCING ACTIVITIES          
Proceeds from issuance of common stock   108,471    - 
Proceeds from debt financing   922,000    - 
Proceeds received from (paid on) convertible debentures   (74,800)   68,000 
Payments to officers and directors   (362,441)   (68,000)
Proceeds from officers and directors   252,929    177,513 
           
Net Cash Provided by Financing Activities   846,159    177,513 
           
INCREASE IN CASH AND CASH EQUIVALENTS   356,664    1,044 
           
CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD   2,479    1,435 
           
CASH AND CASH EQUIVALENTS, END OF PERIOD  $359,143   $2,479 
           
SUPPLEMENTAL DISCLOSURES:          
           
Cash paid for interest  $-   $- 
Cash paid for income taxes  $-   $- 
           
NON-CASH INVESTING AND FINANCING ACTIVITIES:              
           
Stock issued and held in escrow for potential acquisitions  $16,000    - 
Warrants issued as a dividend to shareholders  $57,689,800      
Assets acquired from Bronx with share issuance  $768,114      
Liabilities assumed from Bronx with share issuance  $242,173      
Additions to ROU assets obtained from acquired operating lease liabilities  $

833,796

    - 
Operating lease liabilities acquired from Bronx in acquisition  $

833,796

    - 

 

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

 

18

 

NOTE 1 – NATURE OF OPERATIONS

 

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.

 

19

 

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 $6,969,500, which was the value of the shares on the date of the definitive agreement. 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:

 

A   2021  
Assets     
Cash  $238,972 
Accounts receivable   54,601 
Inventory   295,743 
Property and equipment   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  $6,443,559 

 

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.

 

20

 

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.

 

21

 

B)GOING CONCERN

 

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

 

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.

 

C)CASH EQUIVALENTS

 

The Company considers all highly liquid investments with an original maturity of three months or less to be cash equivalents. Cash and cash equivalents are maintained with major financial institutions in the U S. Deposits held with these banks at times exceed $250,000 of insurance provided on such deposits. The Company has not experienced any losses in such accounts and believes that it is not exposed to any significant credit risk on cash and cash equivalents. On December 31, 2021 and 2020, no excess existed. There were no cash equivalents on December 31, 2021, and 2020.

 

22

 

D)INVENTORIES

 

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.

 

E)FIXED ASSETS

 

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.

 

F)INCOME TAXES

 

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.

 

G)REVENUE RECOGNITION

 

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.

 

H)ACCOUNTS RECEIVALE

 

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.

 

23

 

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

 

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 $6,969,500. Good will was calculated based on the value of the share issuance, less the assets acquired plus the liabilities assumed as follows:

 

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  $6,443,559 

 

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.

 

24

 

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:

 

   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.

 

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   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.

 

26

 

 

  L) MARKETABLE SECURITIES

 

The Company purchases marketable securities and engages in trading activities for its own account. Securities that are held principally for resale in the near term are recorded at fair value with changes in fair value included in earnings. Interest and dividends are included in net Interest Income.

 

  M) Concentrations

 

The Company generated 100% of its revenue from one customer during 2020.

 

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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:

 

   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.

 

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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:

 

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