GLOBAL TECH INDUSTRIES GROUP, INC. (GTII) — 10-K

Filed 2024-04-16 · Period ending 2023-12-31 · 33,287 words · SEC EDGAR
# GLOBAL TECH INDUSTRIES GROUP, INC. (GTII) — 10-K

**Filed:** 2024-04-16
**Period ending:** 2023-12-31
**Accession:** 0001493152-24-014777
**Source:** [SEC EDGAR](https://www.sec.gov/Archives/edgar/data/356590/000149315224014777/)
**Origin leaf:** de85aa482acfa7018941374c74b6c87236a3e2ace627d0b7cd9c75a721cd2b34
**Words:** 33,287



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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, 2023**
**OR**
**
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d)**
**OF
THE SECURITIES EXCHANGE ACT OF 1934**
**Commission
file number 000-10210**
**GLOBAL
TECH INDUSTRIES GROUP, INC.**
| 
Nevada | 
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83-0250943 | |
| 
(State
or other jurisdiction of | 
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(I.R.S.
Employer | |
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incorporation
or organization) | 
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Identification
No.) | |
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511
Sixth Avenue, Suite 800
New
York, New York | 
| 
10011 | |
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(Address
of principal executive offices) | 
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(Zip
Code) | |
**212.204.7926**
**Registrants
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 preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2)
has been subject to such filing requirements for the past 90 days. Yes No
Indicate
by check mark whether the registrant has submitted electronically and 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, or a smaller reporting
company. See the definitions of large accelerated filer, accelerated filer and smaller reporting company
in Rule 12b-2 of the Exchange Act.
| 
Large
accelerated filer | 
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Accelerated
filer | 
| |
| 
Non-accelerated
filer | 
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Smaller
reporting company | 
| |
| 
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| 
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 managements 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. 
If
securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant
included in the filing reflect the correction of an error to previously issued financial statements. 
Indicate
by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation
received by any of the registrants executive officers during the relevant recovery period pursuant to 240.10D-1(b). 
Indicate
by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes No
The
aggregate market value of common stock held by non-affiliates of the registrant was approximately $98,634,714
as of June 30, 2023, the last business day of
the registrants most recently completed second fiscal quarter (computed by reference to the last sale price of a share of the
registrants common stock the last day of the registrants second fiscal quarter as reported by Financial Industry Regulatory
Authority Bulletin Board).
The
number of shares of the registrants common stock outstanding on March 31, 2024 was 369,900,857.
| | |
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Table
of Contents | 
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PART I | 
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Item
1. | 
Business | 
3 | |
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Item
2. | 
Properties | 
7 | |
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Item
3. | 
Legal Proceeding | 
7 | |
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Item
4. | 
Mine Safety | 
8 | |
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PART II | 
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Item
5. | 
Market for the Registrants Common Equity and Related Stockholder Matters and Issuer Purchases of Equity Securities | 
9 | |
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Item
6. | 
Selected Financial Data | 
10 | |
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Item
7. | 
Managements Discussion and Analysis of Financial Condition and Results of Operations | 
10 | |
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Item
8. | 
Financial Statements and Supplementary Data | 
13 | |
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Item
9. | 
Changes in and Disagreements with Accountants on Accounting and Financial Disclosure | 
35 | |
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Item
9A. | 
Controls and Procedures | 
35 | |
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PART III | 
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Item
10. | 
Directors and Executive Officers and Corporate Governance | 
37 | |
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Item
11. | 
Executive Compensation | 
42 | |
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Item
12. | 
Security Ownership of Certain Beneficial Owners and Management and Related Shareholder Matters | 
45 | |
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Item
13. | 
Certain Relationships and Related Transactions, and Director Independence | 
46 | |
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Item
14. | 
Principal Accounting Fees and Services | 
46 | |
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PART IV | 
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Item
15. | 
Exhibits, Financial Statements Schedules | 
47 | |
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Signatures | 
51 | |
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Certifications | 
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| 2 | |
[Table of Contents](#toc)
****
**Use
of Certain Defined Terms**
Except
as otherwise indicated by the context, references in this report to Global Tech Industries Group, Inc., we,
us, our, our Company, the Company and GTII.
**Forward-Looking
Statements**
This
Annual Report on Form 10-K contains forward-looking statements within the meaning of the Private Securities Litigation
Reform Act of 1995, Section 27A of the Securities Act of 1933, as amended, or the Securities Act, and Section 21E of the Securities Exchange
Act of 1934, as amended (the Exchange Act). Forward-looking statements discuss matters that are not historical facts. Because
they discuss future events or conditions, forward-looking statements may include words such as anticipate, believe,
estimate, intend, could, should, would, may, seek,
plan, might, will, expect, anticipate, predict, project,
forecast, potential, continue negatives thereof or similar expressions. Forward-looking statements
speak only as of the date they are made, are based on various underlying assumptions and current expectations about the future and are
not guarantees. Such statements involve known and unknown risks, uncertainties and other factors that may cause our actual results, level
of activity, performance or achievement to be materially different from the results of operations or plans expressed or implied by such
forward-looking statements.
We
cannot predict all of the risks and uncertainties. Accordingly, such information should not be regarded as representations that the results
or conditions described in such statements or that our objectives and plans will be achieved and we do not assume any responsibility
for the accuracy or completeness of any of these forward-looking statements. These forward-looking statements are found at various places
throughout this Annual Report on Form 10-K and include information concerning possible or assumed future results of our operations, including
statements about potential acquisition or merger targets; business strategies; future cash flows; financing plans; plans and objectives
of management; any other statements regarding future acquisitions, future cash needs, future operations, business plans and future financial
results, and any other statements that are not historical facts.
These
forward-looking statements represent our intentions, plans, expectations, assumptions and beliefs about future events and are subject
to risks, uncertainties and other factors. Many of those factors are outside of our control and could cause actual results to differ
materially from the results expressed or implied by those forward-looking statements. In light of these risks, uncertainties and assumptions,
the events described in the forward-looking statements might not occur or might occur to a different extent or at a different time than
we have described. You are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date
of the Annual Report on Form 10-K. All subsequent written and oral forward-looking statements concerning other matters addressed in this
Annual Report on Form 10-K and attributable to us or any person acting on our behalf are expressly qualified in their entirety by the
cautionary statements contained or referred to in this Annual Report on Form 10-K.
Except
to the extent required by law, we undertake no obligation to update or revise any forward-looking statements, whether as a result of
new information, future events, a change in events, conditions, circumstances or assumptions underlying such statements, or otherwise.
****
**PART
I**
**ITEM
1. BUSINESS**
**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 of Incorporation (the Articles,
as amended) 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 Companys
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. On May
26, 2022, the Articles were amended to increase the authorized stock from 550,000,000 to 750,000,000.
**Business
Overview & Recent Developments**
As
an organization, GTIIs primary goal is to increase shareholder value through the acquisition of companies with significant growth
opportunities. Our investment strategy to achieve this goal is based on four principles: (i) quality acquisitions, (ii) opportunistic
industries, (iii) portfolio diversification and (iv) conservative financing.
On
January 10, 2022, GTII executed a memorandum of understanding with DTXS Auction, Ltd., a wholly-owned subsidiary of DTXS Silk Road Investment
Holdings Company, Ltd., (HKSE code 0620). On January 31, 2022, GTII executed a proposal sheet with DTXS Auction, Ltd., for the proposed
exchange of 100,000 shares of the Companys common stock for 350,000 shares of the common stock of DTXS Silk Road Investment Holdings
Company, Ltd. The proposal sheet provides that, in consideration for the share exchange, DTXS will (a) develop a Chinatown art district
within the Companys planned Metaverse and (b) provide the Company with access to Chinese art pieces that it owns, controls or
has access to, from eras of Chinese antiquity. Due to the current conditions in the cryptocurrency marketplace, the Company has put this
project on hold.
| 3 | |
[Table of Contents](#toc)
Also
on January 10, 2022, GTII executed an irrevocable gift agreement with Icahn School of Medicine at Mount Sinai for the donation of 250,000
shares of the Companys common stock over each of the next three years, inclusive of 2024.
On
January 17, 2022, GTII executed a memorandum of understanding with TCG Gaming B.V., a Netherlands based metaverse development company,
for the lease of a plot of virtual land in the TCG World metaverse. Due to the conditions in the cryptocurrency marketplace, the Company
has put this project on hold.
On
January 18, 2022, GTIIs subsidiary, Classroom Salon Holdings, LLC, executed a membership interest purchase agreements, as well
as assignments of membership interests, resulting in the acquisition of 100% of Classroom Salon, LLC, a Pennsylvania limited liability
company. On February 22, 2022, Classroom Salon, LLC, executed an amended and restated license agreement with Carnegie Mellon University.
On February 25, 2022, Classroom Salon Holdings, LLC completed its requisite two-year, PCAOB audit. As of the current date, certain closing
deliverables have not been provided by Classroom Salon, LLC., and the Company is working to resolve these final issues.
On
March 9, 2022, GTII executed a non-binding Letter of Intent with Wildfire Media Corp, relating to the acquisition of the assets and liabilities
of 1-800-Law-Firm, PLLC, a Delaware Corporation. On May 25, 2022, the Company and Wildfire Media Corp had signed a follow-up term sheet
which had established the acquisition price and other more formal terms and conditions under which the parties may conclude the anticipated
final transaction, under a definitive agreement which has yet to be established.
On
July 28, 2022, FINRA sent a deficiency notice pursuant to FINRA rule 6490, whereby its Department of Market Operations
determined that the Companys request to pay a dividend to its shareholders was deficient. It based this finding on the fact that
the Depository Trust & Clearing Corporation (DTCC) has declined to facilitate or process the distribution of the Shibu Inu Tokens
to GTII shareholders holding shares in CEDE & Co, which is a substantial portion of GTIIs outstanding common shares. The Company,
in preparation for the distribution of this digital dividend, purchased one billion Shibu Inu Tokens and set them aside to be distributed.
The Company also sold its interest in www.beyondblockchain.us to Alt5 Sigma in anticipation of that company processing the distribution
of the digital dividend to all shareholders who opened a digital wallet on Beyond Blockchain, or other digital platforms, including Etherium
and Bitcoin. There is currently no method of passing these tokens through to brokerage account holders to match out transfer agent records
and the company is of the opinion that DTCC should be able to develop a process to distribute this dividend, and it is therefore in the
process of evaluating whether or not to appeal FINRAs decision. In the meantime, the distribution of tokens will not be undertaken
at this time.
On
July 28, 2022, FINRA declined to effectuate the Companys request to pay a digital dividend to its shareholders. FINRA determined
that the Company action was deficient because the Depository Trust & Clearing Corporation (DTCC) is unable to process the digital
dividend distribution to GTII shareholders holding shares in CEDE & Co, which is a substantial percentage of its shareholders.
On
September 5, 2022, Michael Valle, a member of the board of directors of GTII, died of natural causes. The board is actively looking for
a replacement board member.
On
September 14, 2022, the Company entered into a Share Exchange Agreement with Wildfire Media Corp. (Wildfire Media) and
the shareholders of Wildfire Media Corp. (collectively, the Wildfire Shareholders). Wildfire Media is a legal marketing
company in the business of supporting law firms with client acquisition research, data-driven marketing, media planning and analysis
and client retention services. Under the terms of the agreement, GTII will, at the closing, issue to the Wildfire Shareholders 100 million
restricted common shares (the Acquisition Shares) in exchange for all outstanding shares of Wildfire Media. The closing
of the transaction is subject to customary conditions to closing, as well as certain conditions specific to the transaction, including,
without limitation, Wildfire Media providing GTII with audited financial statements and GTII concluding a due diligence review that is
satisfactory in all respects to GTII. The Wildfire Shareholders have a post-closing earn-out opportunity for 100 million
additional restricted GTII common shares (the Earn-Out Shares) if Wildfire Media achieves $25 million in gross revenue.
Currently, Wildfire Media has $85 million in receivables. The Acquisition Shares and the Earn-Out Shares shall be subject to a lock-up
agreement pursuant to which the Wildfire Shareholders agree not to sell or transfer the shares until the expiration of the 1-year buy-back
period, except as may be otherwise provided in the lock-up agreement. On October 18, 2022, Wildfire Media Corp retained the services
of a PCAOB approved auditing firm to undertake the requisite two-year audit as part of the agreed due diligence process.
| 4 | |
[Table of Contents](#toc)
Ongoing
during the third quarter, the Company and the BFE Shareholders continued to negotiate a settlement that would allow the BFE transaction
to be unwound. This process would involve the Company transferring back to the BFE Shareholders their respective share interests in BFE
and the BFE Shareholders transferring back to the Company the 2,650,000 shares of the Companys common stock issued in connection
with the transaction. The Company would also pay the BFE Shareholders a total lump sum cash payment of $75,000 as part of the settlement.
In addition, 100,000 shares of the Companys common stock that were issued to one of the BFE Shareholders under his consulting
agreement in connection with the transaction would be retained by that BFE Shareholder, and that shareholder would make a charitable
contribution of 50,000 of those shares. The parties would also exchange general releases and terminate all agreements among the parties
in connection with the transaction.
On
September 20, 2022, the Company and Michael Bruk and Russ Kirzhner, tentatively agreed to settle a dispute between them, paying each
lender $100,000 and the lenders making a charitable contribution of the shares to the Epstein Memorial Charity. The dispute arose subsequent
to April 4, 2021, when the Company issued the lenders shares of the Companys common stock, which it intended to be payment in
full of the outstanding balances of the Loans. A dispute subsequently arose among the parties regarding the exact loan pay-off amount.
The parties are currently negotiating the terms of a settlement agreement. Accordingly, the settlement remains subject to the parties
finalizing the settlement agreement and closing the proposed settlement transactions.
On
October 31, 2022, the Company had extended the term of its share exchange agreement with Wildfire Media, for the purpose of allowing
the requisite two-year PCAOB audit to continue, until December 16, 2022.
On
November 11, 2022, the Company signed a mutual settlement agreement with Michael Bruk and Ruslan Kirzhner, whereby the Company paid back
loans of $100,000 to Mr. Bruk and $100.000 to Mr. Kirzhner and they in turn donated 70,865 and 64,940 shares of stock respectively, to
the Hans and Rosy Epstein Memorial Committee. The Company and the respective parties agreed to mutually disengage all previous business,
legal and technical associations.
On
November 14, 2022, the Company signed a Technology Agreement and a Sponsor/Advisor agreement with Horizin Fintex (Horizon)
for the purpose of facilitating the admission of the tokenized common stock of the Company to the Upstream/MERJ exchange. As part of
the agreement, Horizon would assist in the compilation and presentation of the documents and affirmations that must accompany an application
for inclusion to the Upstream/MERJ exchange. As of December 31, 2023, the Companys application is completed and still open, in
spite of the agreement having been terminated.
On
December 2, 2022, the Company signed an agreement with ShareIntel Services, Inc. (ShareIntel) to gather and provide information
to the Company regarding the ownership, sales, purchases and custory of the Companys common stock by individuals, institutions,
broker-dealers, and clearing agents for the purpose of supplying the Company the information needed to mount a potential lawsuit regarding
alleged naked shorting of the Companys common stock in 2021 and 2022. As of December 31, 2023, the lawsuit had yet to be filed
due to insufficient evidence provided by ShareIntel.
On
December 7, 2022, the Company had completed and filed its application to list the Companys token offering on the Upstream/MERJ
exchange. As of December 31, 2023, the Company had not yet proceeded with any plans to list the Companys token offering. The token
offering was meant to represent a fractional share of the value of the Companys fine art,
whereby certain minted tokens would be pegged to the total market value of the Companys fine art collection with a market value
of approximately $67,845. Had the Company proceeded with its token offering, shareholders as of the to be determined record date would
have been entitled to receive one GFT Token for every 10 shares of GTII Common Stock beneficially held in their name.
On
January 16, 2023, the Company again extended the term of its share exchange agreement with Wildfire Media, for the purpose of allowing
the requisite two-year PCAOB audit to continue, until March 31, 2023.
On
March 8, 2023, the Company was informed that Pinnacle Accountancy Group of Utah (Pinnacle),
the Companys independent, registered, public accounting firm, was not renewing its engagement with the Company. The Company
has not had any disputes with Pinnacle regarding any matters. There had been no disagreements with Pinnacle on any matter of accounting
principles or practices from the date of their engagement on March 9, 2020 through the years ending December 31, 2020 and 2021, the quarter
ended September 30, 2022, nor through March 8, 2023.
On
March 8, 2023, the Company engaged BF Borgers, CPA PC, as its independent accountant to provide auditing services going forward for the
Company. Prior to such engagement, the Company had no consultations with B F Borgers, CPA PC.
On
April 10, 2023, the Company received notice from the OTC Markets Group (the OTC) that its common shares would be moved
from the OTCQB market to the OTC Pink market on April 11, 2023, due to continued concerns on the accuracy or adequacy of the Companys
disclosures, including its reporting of insider transactions and beneficial ownership. The Companys common shares would continue
to be quoted on the OTC Pink market.
On
March 31, 2023 the Company again extended the term of its share exchange agreement with Wildfire Media, for the purpose of allowing the
requisite two-year PCAOB audit to continue, until May 15, 2023.
On
May 5, Wildfire Media Corp informed the Company by email, that it would not be moving forward with the planned acquisition by GTII.
On
August 20, 2023, the Company entered into a Membership Interest Purchase Agreement (the Purchase Agreement) with AI Commerce
Group, LLC, a Puerto Rico limited liability company (the AI Commerce) and the members of AI Commerce (the AI Members),
as identified in the Purchase Agreement, pursuant to which, upon the terms and subject to the conditions set forth therein, the Company
will acquire from the AI Members all of the outstanding ownership interests in AI Commerce. The aggregate consideration payable by the
Company under the Purchase Agreement will be an amount in cash equal to Twenty Million (20,000,000) shares of common stock (the AI
Acquisition Shares) of the Company, which AI Commerce shall cause the Company and its transfer agent to deliver into escrow at
the Closing (as defined in the Purchase Agreement). The Acquisition Shares shall be allocated proportionally to the AI Members based
on their respective percentage ownership interest in the AI Membership Interests as set forth in Schedule A of the Purchase Agreement.
As of the current date, certain closing deliverables have not been provided by AI Commerce and the Company is working to resolve these
final issues.
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[Table of Contents](#toc)
**Research
and Development**
Although
the Companys 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.
**Acquisition
Principles**
As
part of our investigation, we expect to meet personally with management and key personnel, visit and inspect material facilities, obtain
independent analysis of verification of certain information provided, check references of management and key personnel, and take other
reasonable investigative measures, to the extent of our limited financial resources and management expertise. The manner in which we
participate in an opportunity will depend on the nature of the opportunity, the respective needs and desires of both parties, and the
management of the opportunity.
With
respect to any merger or acquisition, and depending upon, among other things, the target companys assets and liabilities, our
stockholders will in all likelihood hold a substantially lesser percentage ownership interest in us following any merger or acquisition.
The percentage ownership may be subject to significant reduction in the event we acquire a target company with assets and expectations
of growth. Any merger or acquisition can be expected to have a significant dilutive effect on the percentage of shares held by our stockholders.
We
will participate in a business opportunity only after the negotiation and execution of appropriate written business agreements. Although
the terms of such agreements cannot be predicted, generally we anticipate that such agreements will (i) require specific representations
and warranties by all of the parties; (ii) specify certain events of default; (iii) detail the terms of closing and the conditions which
must be satisfied by each of the parties prior to and after such closing; (iv) outline the manner of bearing costs, including costs associated
with the Companys attorneys and accountants; (v) set forth remedies on defaults; and (vi) include miscellaneous other terms.
As
stated above, we will not acquire or merge with any entity which cannot provide independent audited financial statements within a reasonable
period of time after closing of the proposed transaction. If such audited financial statements are not available at closing, or within
time parameters necessary to insure our compliance within the requirements of the 1934 Act, or if the audited financial statements provided
do not conform to the representations made by that business to be acquired, the definitive closing documents will provide that the proposed
transaction will be voidable, at the discretion of our present management. If such transaction is voided, the definitive closing documents
will also contain a provision providing for reimbursement for our costs associated with the proposed transaction.
**Intellectual
Property**
We
have no intellectual property such as patents or trademarks and, other than eight invention disclosures associated with
Bio Energy Applied Technologies, Inc.
**Employees**
As
of December 31, 2023, the Company employs two individuals in executive positions, Mr. David Reichman as Chief Executive Officer and Ms.
Kathy Griffin as President.
**Government
Regulation**
**Government
Regulation**
We
anticipate being subject to general business regulations and laws, as well as regulations and laws specifically governing the
Internet and e-commerce. Existing and future laws and regulations may impede the growth of our anticipated Internet or e-commerce
services. These regulations and laws may cover taxation, privacy, data protection, pricing, content, copyrights, distribution,
mobile communications, electronic contracts and other communications, consumer protection, the provision of e-commerce payment
services, unencumbered Internet communications, consumer protection, the provision of e-commerce payment services, unencumbered
Internet access to our services, the design and operation of websites and the characteristics and quality of products and services.
It is not clear how certain existing laws governing issues such as property ownership, libel and personal privacy apply to the
Internet and e-commerce. Unfavorable regulations and laws could diminish the demand for our anticipated products and services and
increase our costs of doing business. In addition, we may be subject to international trade agreements. We believe that we are in
conformity with all applicable laws in the United States. While we believe that our operations are in compliance with all applicable
regulations, there can be no assurances that from time to time unintentional violations of such regulations will not
occur.
**Cost
and Effects of Compliance with Environmental Laws**
Compliance
with federal, state and local provisions regulating the discharge of material into the environment or otherwise relating to the protection
of the environment has not had a material effect upon our capital expenditures, earnings or competitive position. We believe the nature
of our operations have little, if any, environmental impact. We therefore anticipate no material capital expenditures for environmental
control facilities for our current fiscal year or for the near future.
| 6 | |
[Table of Contents](#toc)
**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 located at 511 Sixth Avenue, Suite 800
New
York, New York 10011, which acts only as a mail receipt center.
**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 Companys 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 Companys 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. The Company and GoFun have mutually agreed to resolve the matter and the respective counsels are currently
working toward that goal.
| 7 | |
[Table of Contents](#toc)
On
December 30, 2019, a dispute between the Company and its counsel regarding the GoFun matter, above, resulted in a filing, and subsequent
settlement, of an action in the Supreme Court of the State of New York for the County of New York (Index No. 656396/2019). Pursuant to
the settlement, counsel for the Company accepted previously-issued shares as full payment for all legal work, expenses, costs, and other
fees.
On
March 17, 2021, the Company filed an action against Pacific Technologies Group, Inc., Rollings Hills Oil and Gas Inc., Demand Brands,
Inc., Innovativ Media Group, Inc., Tom Coleman, and Bruce Hannan, in the Supreme Court of the State of New York, County of New York (Index
No. 651771/2021), alleging fraud, rescission and cancellation of a written instrument, unconscionability, breach of contract, breach
of good faith and fair dealing, unjust enrichment, and civil conspiracy. The action stems from a stock purchase agreement entered into
by the Company and Pacific Technologies Group, Inc. (then known as Demand Brands, Inc.) on October 16, 2018. On May 22, defendants filed
a motion seeking additional time to answer. On November 23, 2021, the defendants filed a venue-related procedural motion to dismiss.
On January 21, 2022, the Company submitted its opposition to said motion, and on February 11, 2022, defendants filed their affirmation
in reply. To date, no decision on that motion has been entered by the Court.
On
August 16, 2021, the Company filed an action against David Wells, in the United States District Court for the Southern District of New
York (Case 1:21-cv-06891) seeking injunctive relief and relinquishment of 150,000 shares held in the name of David Wells. On November
11, 2021, David Wells filed an action against GTII in the United States District Court for the District of Nevada,(Case 2:21-cv-02040)
claiming a violation of the duty to register transfer of shares. As of December 31, 2021, the parties were engaged in briefing jurisdictional
motions.
On
August 24, 2021, the Company filed an application for a temporary restraining (TRO) order in the Superior Court of New
Jersey, Chancery Division: Monmouth County (Docket No.: Mon-C-132-21) seeking to restrain Liberty Stock Transfer, Inc. from removing
restrictive legends from 6,000,000 shares of Company stock held in the name of International Monetary, as well as from transferring said
shares. The Court granted the TRO effective until September 28, 2021. On September 28, 2021, the Court declined to issue any further
restraints.
In
the interim, on September 16, 2021, International Monetary filed an action against the Company in Clark County, Nevada (Case No: A-21-841175-B)
alleging breach of contract and breach good faith and fair dealing, as well as a request for declaratory relief, and temporary restraining
order and preliminary injunction. On September 30, 2021, the Company filed a notice of removal of the action to the United States District
Court for the District of Nevada (Case 2:21-cv-01820), as well as a request for a temporary restraining order enjoining International
Monetary from taking any action to remove the restrictive legend shares from Company shares held in its name. On October 14, 2021, International
Monetary filed a motion to strike the petition for removal. As of December 31, 2021, no ruling on that motion had been entered. As of
December 2022, the parties entered in to a mutual resolution of the matter and On November 3, 2022, the Company entered into a settlement
agreement with two separate private lenders, which provided for the settlement of all disputes and claims of the parties, including those
arising in connection with the lenders loans to the Company (the Settlement Agreement). The transactions under the
Settlement Agreement closed on November 8, 2022. On January 30, 2023, the Company issued 227,284 shares of restricted common stock to
International Monetary and the matter was closed.
On
November 29, 2022, the Company retained the legal services of the Christian Levine Law Group to commence a lawsuit against certain broker
dealers whom the Company believed had illegally manipulated its share price. On October 23, 2023, the Company and certain broker dealers
signed a settlement agreement, whereby the Company received $50,000 and the parties mutually agreed to end the litigation.
On
May 1, 2023 the Company issued 4,000,000 shares of restricted common stock to Mr. Alan Shinderman, which effectively closed the GoFun
litigation.
On
July 11, 2023, the matter with Mr. David Wells was closed, as 135,000 shares of common stock were transferred by the transfer agent to
Mr. Wells account, with 16,500 shares remaining with the transfer agent as of this writing.
**ITEM
4. Mine Safety**
N/A
| 8 | |
[Table of Contents](#toc)
**PART
II**
**ITEM
5. MARKET FOR THE REGISTRANTS COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES.**
GTIIs
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, 2022 and 2023 | 
| 
High | 
| 
| 
Low | 
| |
| 
First
Quarter ended March 31, 2022 | 
| 
$ | 
1.82 | 
| 
| 
$ | 
1.30 | 
| |
| 
Second
Quarter ended June 30, 2022 | 
| 
$ | 
1.94 | 
| 
| 
$ | 
0.90 | 
| |
| 
Third
Quarter ended September 30, 2022 | 
| 
$ | 
5.31 | 
| 
| 
$ | 
0.43 | 
| |
| 
Fourth
Quarter ended December 31, 2022 | 
| 
$ | 
6.68 | 
| 
| 
$ | 
0.50 | 
| |
| 
| 
| 
| 
| 
| 
| 
| 
| 
| |
| 
First
Quarter ended March 31, 2023 | 
| 
$ | 
2.98 | 
| 
| 
$ | 
0.86 | 
| |
| 
Second
Quarter ended June 30, 2023 | 
| 
$ | 
1.84 | 
| 
| 
$ | 
0.90 | 
| |
| 
Third
Quarter ended September 30, 2023 | 
| 
$ | 
1.37 | 
| 
| 
$ | 
0.59 | 
| |
| 
Fourth
Quarter ended December 31, 2023 | 
| 
$ | 
0.94 | 
| 
| 
$ | 
0.37 | 
| |
As
of February 29,31, 2024, there were approximately 1,947 record holders of GTII common stock, not including shares held in street
name in brokerage accounts. As of February 29, 2024, there were approximately369,900,857 shares of GTIIs common stock issued
and outstanding on record.
**Dividends**
On
April 28, 2023, GTII declared a stock dividend in the form of one restricted common share for every ten shares of common stock held as
of the dividend record date of April 15, 2023.
Per
a press release issued on April 28, 2023, GTII had announced that it had officially begun the process of issuing shares of its common
stock to all shareholders who held shares as of April 15, 2023. Any shareholder who held GTII shares, either at Liberty Stock Transfer,
Inc. (Liberty) the Companys transfer agent, or in their name with a broker/dealer or brokerage firm, were issued
one share of restricted common stock for every ten shares then held. Liberty will issue shares to shareholders, which will automatically
be added to shareholder totals on the shareholder list. Shares will also be issued to the Depository Trust Company (DTC), and shareholders
who hold shares in brokers/dealers or brokerage firms were invited to contact them directly to ensure their shares are properly added
into their brokerage account.
On
October 25, 2023, attorney Warren R. Markowitz, ESQ. had issued a blanket opinion letter (the Opinion), attached hereto
as Exhibit A, as to the lifting of the restrictive covenant that the subject Shares were issued with. The lifting of the restrictive
legend is applicable to those shareholders requiring a holding period of six months from the date of issuance. Notwithstanding the Opinion
which had been issued, the Company expects the brokerage firms to deposit shareholders stock dividend shares on or around April
28, 2024.
**Transfer
Agent and Registrar**
The
transfer agent and registrar for GTIIs 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 2023 or 2022.
| 9 | |
[Table of Contents](#toc)
****
**ITEM
6. Selected Financial Data**
N/A
**ITEM
7. MANAGEMENTS 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 Techs
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 Techs stock price; | |
| 
| 
| |
| 
b) | 
potential
fluctuation of quarterly results; | |
| 
| 
| |
| 
c) | 
failure
to earn revenues or profits; | |
| 
| 
| |
| 
d) | 
inadequate
capital to continue or expand our business, and inability to raise additional capital or financing to implement our business plans; | |
| 
| 
| |
| 
e) | 
failure
to commercialize our technology or to make sales; | |
| 
| 
| |
| 
f) | 
decline
in demand for our products and services; | |
| 
| 
| |
| 
g) | 
rapid
adverse changes in markets; | |
| 
| 
| |
| 
h) | 
litigation
with or legal claims and allegations by outside parties against GTII, including but not limited to challenges to intellectual property
rights; | |
| 
| 
| |
| 
i) | 
insufficient
revenues to cover operating costs; and | |
| 
| 
| |
| 
J) | 
inability
to make a business acquisition that is profitable for the Company and its shareholders. | |
There
is no assurance that we will be profitable, we may not be able to successfully develop, manage or market our products and services, we
may not be able to attract and retain qualified executives and technology personnel, we may not be able to obtain customers for our products
or services, our products and services may become obsolete, government regulation may hinder our business, additional dilution in outstanding
stock ownership may be incurred due to the issuance of more shares, warrants and stock options, or the exercise of outstanding warrants
and stock options, and other risks inherent in our businesses.
Because
the statements are subject to risks and uncertainties, actual results may differ materially from those expressed or implied by the forward-looking
statements. We caution you not to place undue reliance on the statements, which speak only as of the date of this Form 10-K. The cautionary
statements contained or referred to in this section should be considered in connection with any subsequent written or oral forward-looking
statements that we or persons acting on our behalf may issue. We do not undertake any obligation to review or confirm analysts
expectations or estimates or to release publicly any revisions to any forward-looking statements to reflect events or circumstances after
the date of this Form 10K, or to reflect the occurrence of unanticipated events.
| 10 | |
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****
**RESULTS
OF OPERATIONS**
**Results
of Operations for the Year Ended December 31, 2023, compared to the Year Ended December 31, 2022:**
During
the 2023 and 2022 fiscal years, we generated $0 in revenues. Our total operating expenses increased from $13,117,530 in 2022 to
$83,094,531 in 2023. The increase was primarily the result of the increase in stock-based compensation to our professionals. General
and administrative expenses increased from $434,547 in 2022 to $436,499 in 2023, a slight increase of $1,952, mostly due to the due
to inflation. Compensation to officers, medical contributions, and service fees to professionals increased by $14,7800,872 in 2023.
Additionaly there were directors fees paid for multiple years of $55,195,071 in 2023 Expenses were $12,681,286 in 2022 and
$82,657,229 in 2023 and the increase was due mostly to increases in share-based compensation. Depreciation expense decreased by
$894, to $803 from $1,697 from the prior year. Other onetime items impacting our 2023 financial results include an impairment
expense of $14,990,277 of our Gold License owned by our subsidiary. Our subsidiary also wrote off a receivable from its joint
venture of $1,631,768. During 2023 the company wrote off old notes payable and associated interest to entities that no longer were
in existence creating a debt foregiveness income of $2,092,272.
Our
net loss increased by $84,311,579 to $97,882,781 in 2023 from $13,571,202 in 2022, due to the increased stock-based compensation in 2023.
**LIQUIDITY
AND CAPITAL RESOURCES**
On
December 31, 2023, we had cash on hand of $1,238,564 compared to $3,320,164 on December 31, 2022. We used cash in our operations of $4,367,601
in 2023 compared to $488,276 in 2022, a $3,879,325 increase. We (paid) raised net $1,881,000 and $151,821 from related party loans in
2023 and 2022, respectively. We anticipate that we will have an increase in our cash flow from continuing operations with the acquisition
made during the year. We have sufficient cash on hand on December 31, 2023, to cover our negative cash flow. We will attempt to increase
our operating activities with our acquisition operations in 2024, and possibly raise capital through the sale of our common stock or
through debt financing.
CONTRACTUAL
OBLIGATIONS
The
Company has contractional obligations with numerous independent service providers.
Going
Concern Qualification
The
Company has incurred significant losses from operations, and such losses are expected to continue. The Companys has included a
Going Concern Qualification in their report for the year ended December 31, 2023. In addition, the Company has net losses
and negative working capital. The foregoing raises substantial doubt about the Companys ability to continue as a going concern.
Managements 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.
| 11 | |
[Table of Contents](#toc)
****
**Potential
Impact of COVID-19**
The
COVID-19 pandemic and government steps to reduce the spread and address the impact of COVID-19 have had and continue to have an impact
on the way people live, work, interact and shop. While the impact of COVID-19 on our business has largely abated at this time, uncertainties
continue. We may experience certain disruptions to our supply chain due to COVID-19, which have impacted and may continue to impact sales
of and consumer access to our products. In addition, we have experienced changes in the purchasing patterns of our customers, including
a shift in many markets to purchasing our products online. COVID-19 may continue to impact consumers behavior, shopping patterns
and consumption preferences.
While
we currently expect to be able to continue operating our business as described above, uncertainty resulting from COVID-19 could result
in unforeseen additional disruptions to our business, including our global supply chain and retailer network, and/or require us to incur
additional operational costs.
**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.
****
| 12 | |
[Table of Contents](#toc)
****
**ITEM
8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA**
CERTIFIED
PUBLIC ACCOUNTING FIRM
**Report of Independent Registered Public
Accounting Firm**
To
the shareholders and the board of directors of Global Tech Industries Group, Inc.
**Opinion
on the Financial Statements**
We
have audited the accompanying consolidated balance sheets of Global Tech Industries Group, Inc. as of December 31, 2023 and 2022, the
related statements of operations, stockholders' equity (deficit), and cash flows for the years then ended, and the related notes (collectively
referred to as the "financial statements"). In our opinion, the financial statements present fairly, in all material respects,
the financial position of the Company as of December 31, 2023 and 2022, 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.
**Substantial
Doubt about the Companys Ability to Continue as a Going Concern**
The
accompanying financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note
B to the financial statements, the Companys significant operating losses 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.
**Basis
for Opinion**
These
financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on the Company's
financial statements based on our audit. 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 audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the 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 Companys internal control over financial reporting. Accordingly, we express no such opinion.
Our
audit included performing procedures to assess the risks of material misstatement of the 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 financial statements. Our audit 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 audit provides
a reasonable basis for our opinion.
**/s/
BF Borgers CPA PC (PCAOB ID 5041)**
We
have served as the Companys auditor since 2023
Lakewood,
CO
April
12, 2024
| 13 | |
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****
**Global
Tech Industries Group, Inc.**
**Consolidated
Balance Sheets**
| 
| | 
December 31, | | | 
December 31, | | |
| 
| | 
2023 | | | 
2022 | | |
| 
ASSETS | | 
| | | 
| | |
| 
CURRENT ASSETS | | 
| | | | 
| | | |
| 
| | 
| | | | 
| | | |
| 
Cash and cash equivalents | | 
$ | 1,238,564 | | | 
$ | 3,320,164 | | |
| 
Marketable securities | | 
| 20,000 | | | 
| 36,000 | | |
| 
Prepaids and other current assets | | 
| 17,634 | | | 
| - | | |
| 
| | 
| | | | 
| | | |
| 
Total Current Assets | | 
| 1,276,198 | | | 
| 3,356,164 | | |
| 
| | 
| | | | 
| | | |
| 
PROPERTY, PLANT & EQUIPMENT | | 
| | | | 
| | | |
| 
Fixed Assets (net) | | 
| - | | | 
| 803 | | |
| 
Total Property. Plant and Equipment | | 
| - | | | 
| 803 | | |
| 
| | 
| | | | 
| | | |
| 
OTHER ASSETS | | 
| | | | 
| | | |
| 
License | | 
| (0 | ) | | 
| 14,990,277 | | |
| 
| | 
| | | | 
| | | |
| 
Total Other Assets | | 
| (0 | ) | | 
| 14,990,277 | | |
| 
| | 
| | | | 
| | | |
| 
TOTAL ASSETS | | 
$ | 1,276,198 | | | 
$ | 18,347,244 | | |
| 
| | 
| | | | 
| | | |
| 
LIABILITIES AND STOCKHOLDERS EQUITY (DEFICIT) | | 
| | | | 
| | | |
| 
| | 
| | | | 
| | | |
| 
CURRENT LIABILITIES | | 
| | | | 
| | | |
| 
Accounts payable and accrued expenses | | 
$ | 206,313 | | | 
$ | 952,507 | | |
| 
Accounts payable and accrued expenses-related parties | | 
| 809,315 | | | 
| 1,551,208 | | |
| 
Accrued interest payable | | 
| 33,327 | | | 
| 416,774 | | |
| 
Notes payable in default | | 
| - | | | 
| 871,082 | | |
| 
Due to related parties | | 
| 1,881,000 | | | 
| - | | |
| 
Notes payable | | 
| 435,000 | | | 
| 80,000 | | |
| 
Current portion of long-term debt | | 
| 180,000 | | | 
| 180,000 | | |
| 
| | 
| | | | 
| | | |
| 
Total Current Liabilities | | 
| 3,544,955 | | | 
| 4,051,571 | | |
| 
| | 
| | | | 
| | | |
| 
LONG TERM LIABILITIES | | 
| | | | 
| | | |
| 
| | 
| | | | 
| | | |
| 
Long-term operating lease liabilities | | 
| - | | | 
| - | | |
| 
Note Payable | | 
| 4,788,177 | | | 
| 4,788,177 | | |
| 
| | 
| | | | 
| | | |
| 
Total Long-term liabilities | | 
| 4,788,177 | | | 
| 4,788,177 | | |
| 
| | 
| | | | 
| | | |
| 
Total Liabilities | | 
| 8,333,132 | | | 
| 8,839,748 | | |
| 
| | 
| | | | 
| | | |
| 
STOCKHOLDERS EQUITY | | 
| | | | 
| | | |
| 
Preferred stock, par value $.001, 50,000 authorized, 1,000 issued and
outstanding | | 
| 1 | | | 
| 1 | | |
| 
Common stock, par value $0.001 per share, 750,000,000 shares authorized;
369,025,857 (including 20,000,000 shares held in escrow) at 12/31/2023 and 262,251,320 issued and outstanding, respectively at
12/31/2022 | | 
| 349,025 | | | 
| 262,251 | | |
| 
Additional paid-in-capital | | 
| 338,207,679 | | | 
| 256,976,102 | | |
| 
Accumulated (Deficit) | | 
| (345,613,639 | ) | | 
| (247,730,858 | ) | |
| 
| | 
| | | | 
| | | |
| 
Total Stockholders Equity | | 
| (7,056,934 | ) | | 
| 9,507,496 | | |
| 
| | 
| | | | 
| | | |
| 
TOTAL LIABILITIES AND STOCKHOLDERS EQUITY | | 
$ | 1,276,198 | | | 
$ | 18,347,244 | | |
The
accompanying notes are an integral part of these consolidated financial statements.
****
| 14 | |
[Table of Contents](#toc)
****
**Global
Tech Industries Group, Inc.**
**Consolidated
Statements of Operations**
| 
| | 
2023 | | | 
2022 | | |
| 
| | 
For The Years Ended December 31, | | |
| 
| | 
2023 | | | 
2022 | | |
| 
| | 
| | | 
| | |
| 
REVENUES, net | | 
$ | - | | | 
$ | - | | |
| 
| | 
| | | | 
| | | |
| 
OPERATING EXPENSES | | 
| | | | 
| | | |
| 
| | 
| | | | 
| | | |
| 
General and administrative | | 
| 436,499 | | | 
| 434,547 | | |
| 
Compensation and professional fees | | 
| 10,536,158 | | | 
| 4,695,550 | | |
| 
Directors fees related party | | 
| 54,691,071 | | | 
| - | | |
| 
Charitable Donations | | 
| 17,430,000 | | | 
| 7,985,736 | | |
| 
Depreciation | | 
| 803 | | | 
| 1,697 | | |
| 
| | 
| | | | 
| | | |
| 
Total Operating Expenses | | 
| 83,094,531 | | | 
| 13,117,530 | | |
| 
| | 
| | | | 
| | | |
| 
OPERATING LOSS | | 
| (83,094,531 | ) | | 
| (13,117,530 | ) | |
| 
OTHER INCOME (EXPENSES) | | 
| | | | 
| | | |
| 
| | 
| | | | 
| | | |
| 
Impairment expense | | 
| (14,990,277 | ) | | 
| - | | |
| 
Unrealized Gain/(Loss) on sale of marketable securities | | 
| (16,000 | ) | | 
| (105,000 | ) | |
| 
Settlement Fees | | 
| - | | | 
| (275,000 | ) | |
| 
Gain/(loss) on sale of assets | | 
| 50,000 | | | 
| 4,447 | | |
| 
Gain on stock conversion | | 
| - | | | 
| 28,150 | | |
| 
Bad debt expense | | 
| (1,631,768 | ) | | 
| - | | |
| 
Debt foregiveness | | 
| 2,092,272 | | | 
| - | | |
| 
Finance cost | | 
| (206,910 | ) | | 
| - | | |
| 
Interest income | | 
| - | | | 
| 1,500 | | |
| 
Interest expense | | 
| (85,567 | ) | | 
| (107,769 | ) | |
| 
| | 
| | | | 
| | | |
| 
Total Other Income (Expenses) | | 
| (14,788,250 | ) | | 
| (453,672 | ) | |
| 
| | 
| | | | 
| | | |
| 
LOSS BEFORE INCOME TAXES | | 
| (97,882,781 | ) | | 
| (13,571,202 | ) | |
| 
| | 
| | | | 
| | | |
| 
INCOME TAX EXPENSE | | 
| - | | | 
| - | | |
| 
| | 
| | | | 
| | | |
| 
COMPREHENSIVE LOSS | | 
$ | (97,882,781 | ) | | 
$ | (13,571,202 | ) | |
| 
| | 
| | | | 
| | | |
| 
BASIC AND DILUTED LOSS PER SHARE | | 
$ | (0.30 | ) | | 
$ | (0.05 | ) | |
| 
| | 
| | | | 
| | | |
| 
WEIGHTED AVERAGE NUMBER OF SHARES OUTSTANDING, BASIC AND
DILUTED | | 
| 330,924,503 | | | 
| 257,287,675 | | |
The
accompanying notes are an integral part of these consolidated financial statements.
| 15 | |
[Table of Contents](#toc)
****
**Global
Tech Industries Group, Inc.**
**Consolidated
Statement of Stockholders Deficit**
**For
the Years Ended December 31, 2023 and 2022**
| 
| | 
Shares | | | 
Amount | | | 
Shares | | | 
Amount | | | 
Capital | | | 
(Deficit) | | | 
Equity | | |
| 
| | 
Preferred Stock | | | 
Common Stock | | | 
Additional | | | 
Retained | | | 
Total | | |
| 
| | 
Shares | | | 
Amount | | | 
Shares | | | 
Amount | | | 
Capital | | | 
(Deficit) | | | 
Equity | | |
| 
| | 
| | | 
| | | 
| | | 
| | | 
| | | 
| | | 
| | |
| 
Balance, December 31, 2021 | | 
| 1,000 | | | 
$ | 1 | | | 
| 255,790,585 | | | 
$ | 255,791 | | | 
$ | 235,151,209 | | | 
$ | (234,155,911 | ) | | 
$ | 1,251,090 | | |
| 
Common stock issued for services | | 
| | | | 
| | | | 
| 1,713,674 | | | 
| 1,714 | | | 
| 3,763,244 | | | 
| | | | 
| 3,764,958 | | |
| 
Common stock issued for charitable donations and research | | 
| | | | 
| | | | 
| 2,887,273 | | | 
| 2,887 | | | 
| 8,027,849 | | | 
| | | | 
| 8,030,736 | | |
| 
Revesal of acquisition | | 
| | | | 
| | | | 
| | | | 
| | | | 
| (4,345,999 | ) | | 
| 18,255 | | | 
| (4,327,744 | ) | |
| 
Proceeds from exercise of warrants | | 
| | | | 
| | | | 
| 1,187,331 | | | 
| 1,187 | | | 
| 3,274,015 | | | 
| | | | 
| 3,275,202 | | |
| 
Escrow release from acquisition | | 
| | | | 
| | | | 
| | | | 
| | | | 
| 10,018,085 | | | 
| | | | 
| 10,018,085 | | |
| 
Common stock issued for notes payable, accrued interest, and accrued expenses | | 
| | | | 
| | | | 
| 672,457 | | | 
| 672 | | | 
| 1,074,259 | | | 
| | | | 
| 1,074,931 | | |
| 
Imputed interest loan | | 
| | | | 
| | | | 
| | | | 
| | | | 
| 13,440 | | | 
| | | | 
| 13,440 | | |
| 
Net loss for the twelve months ended December 31 | | 
| | | | 
| - | | | 
| | | | 
| | | | 
| | | | 
| (13,593,202 | ) | | 
| (13,593,202 | ) | |
| 
Balance, December 31, 2022 | | 
| 1,000 | | | 
$ | 1 | | | 
| 262,251,320 | | | 
$ | 262,251 | | | 
$ | 256,976,102 | | | 
$ | (247,730,858 | ) | | 
$ | 9,507,496 | | |
| 
| | 
| | | | 
| | | | 
| | | | 
| | | | 
| | | | 
| | | | 
| | | |
| 
Balance, December 31, 2022 | | 
| 1,000 | | | 
$ | 1 | | | 
| 262,251,320 | | | 
$ | 262,251 | | | 
$ | 256,976,102 | | | 
$ | (247,730,858 | ) | | 
$ | 9,507,496 | | |
| 
Balance | | 
| 1,000 | | | 
$ | 1 | | | 
| 262,251,320 | | | 
$ | 262,251 | | | 
$ | 256,976,102 | | | 
$ | (247,730,858 | ) | | 
$ | 9,507,496 | | |
| 
Common stock issued for services | | 
| | | | 
| | | | 
| 43,997,676 | | | 
| 43,997 | | | 
| 63,837,633 | | | 
| | | | 
| 63,881,630 | | |
| 
Common stock issued for charitable donations | | 
| | | | 
| | | | 
| 11,750,000 | | | 
| 11,750 | | | 
| 17,418,250 | | | 
| | | | 
| 17,430,000 | | |
| 
Stock dividend | | 
| | | | 
| | | | 
| 31,026,861 | | | 
| 31,027 | # | | 
| (31,027 | ) | | 
| | | | 
| 0 | | |
| 
Imputed interest loan | | 
| | | | 
| | | | 
| | | | 
| | | | 
| 6,720 | | | 
| | | | 
| 6,720 | | |
| 
Net loss for the twelve months ended December 31 | | 
| | | | 
| - | | | 
| | | | 
| | | | 
| | | | 
| (97,882,781 | ) | | 
| (97,882,781 | ) | |
| 
Balance, December 31, 2023 | | 
| 1,000 | | | 
$ | 1 | | | 
| 349,025,857 | | | 
$ | 349,025 | | | 
$ | 338,207,679 | | | 
$ | (345,613,639 | ) | | 
$ | (7,056,934 | ) | |
| 
Balance | | 
| 1,000 | | | 
$ | 1 | | | 
| 349,025,857 | | | 
$ | 349,025 | | | 
$ | 338,207,679 | | | 
$ | (345,613,639 | ) | | 
$ | (7,056,934 | ) | |
The
accompanying notes are an integral part of these consolidated financial statements.
| 16 | |
[Table of Contents](#toc)
****
**Global
Tech Industries Group, Inc.**
**Consolidated
Statements of Cash Flows**
| 
| | 
2023 | | | 
2022 | | |
| 
| | 
For The Years Ended December 31, | | |
| 
| | 
2023 | | | 
2022 | | |
| 
| | 
| | | 
| | |
| 
CASH FLOWS FROM OPERATING ACTIVITIES | | 
| | | | 
| | | |
| 
| | 
| | | | 
| | | |
| 
Net loss | | 
$ | (97,882,781 | ) | | 
$ | (13,593,202 | ) | |
| 
Adjustments to reconcile net loss to net cash used in operating activities (net of acquisition): | | 
| | | | 
| | | |
| 
Depreciation | | 
| 803 | | | 
| 1,697 | | |
| 
Stock issued for services and donations | | 
| 26,620,558 | | | 
| 11,797,694 | | |
| 
Stock issued for directors fees related party | | 
| 54,691,071 | | | 
| - | | |
| 
Imputed interest on loan | | 
| 6,720 | | | 
| 13,440 | | |
| 
Gain on debt conversion | | 
| - | | | 
| (28,150 | ) | |
| 
Gain on asset sales | | 
| (50,000 | ) | | 
| (4,447 | ) | |
| 
Debt foregivess | | 
| (2,092,272 | ) | | 
| - | | |
| 
Loss on marketable securities | | 
| 16,000 | | | 
| 127,000 | | |
| 
Impairment expense | | 
| 14,990,277 | | | 
| - | | |
| 
Change in operating assets and liabilities | | 
| | | | 
| | | |
| 
(Increase)/Decrease is prepaid expenses | | 
| (17,634 | ) | | 
| - | | |
| 
Increase(Decrease) in accounts payable and accrued expenses | | 
| 40,944 | | | 
| 307,529 | | |
| 
Increase in accounts payable and accrued expenses-related parties | | 
| (741,893 | ) | | 
| 808,166 | | |
| 
Increase(Decrease) in accrued interest payable | | 
| 50,606 | | | 
| 81,997 | | |
| 
| | 
| | | | 
| | | |
| 
Net Cash Used in Operating Activities | | 
| (4,367,601 | ) | | 
| (488,276 | ) | |
| 
| | 
| | | | 
| | | |
| 
CASH FLOWS FROM INVESTING ACTIVITIES | | 
| | | | 
| | | |
| 
| | 
| | | | 
| | | |
| 
Cash returned in acquisition reversal BEC | | 
| - | | | 
| (183,933 | ) | |
| 
Cash acquired in GTI acquisition from license acquisition | | 
| - | | | 
| 2,373 | | |
| 
Cash from sale of assets | | 
| 50,000 | | | 
| 75,000 | | |
| 
| | 
| | | | 
| | | |
| 
Net Cash Provided by (Used in) Investing Activities | | 
| 50,000 | | | 
| (106,560 | ) | |
| 
| | 
| | | | 
| | | |
| 
CASH FLOWS FROM FINANCING ACTIVITIES | | 
| | | | 
| | | |
| 
Proceeds from subsidiary shareholder advance | | 
| 1,881,000 | | | 
| - | | |
| 
Proceeds fron note payable | | 
| 355,000 | | | 
| 130,000 | | |
| 
Proceeds from warrants | | 
| | | | 
| 3,274,035 | | |
| 
Payments to officers and directors | | 
| - | | | 
| (198,179 | ) | |
| 
Proceeds from officers and directors | | 
| - | | | 
| 350,000 | | |
| 
| | 
| | | | 
| | | |
| 
Net Cash Provided by Financing Activities | | 
| 2,236,001 | | | 
| 3,555,856 | | |
| 
| | 
| | | | 
| | | |
| 
INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS | | 
| (2,081,600 | ) | | 
| 2,961,021 | | |
| 
| | 
| | | | 
| | | |
| 
CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD | | 
| 3,320,164 | | | 
| 359,143 | | |
| 
| | 
| | | | 
| | | |
| 
CASH AND CASH EQUIVALENTS, END OF PERIOD | | 
$ | 1,238,564 | | | 
$ | 3,320,164 | | |
| 
| | 
| | | | 
| | | |
| 
SUPPLEMENTAL DISCLOSURES: | | 
| | | | 
| | | |
| 
| | 
| | | | 
| | | |
| 
Cash paid for interest | | 
$ | - | | | 
$ | - | | |
| 
Cash paid for income taxes | | 
$ | - | | | 
$ | - | | |
| 
| | 
| | | | 
| | | |
| 
NON-CASH INVESTING AND FINANCING ACTIVITIES: | | 
| | | | 
| | | |
| 
| | 
| | | | 
| | | |
| 
Stock held in escrow | | 
$ | - | | | 
$ | 10,000 | | |
| 
Debt converted to stock | | 
$ | - | | | 
$ | 1,075,077 | | |
| 
Stock issued for asset acquisition | | 
$ | - | | | 
$ | 10,018,085 | | |
The
accompanying notes are an integral part of these audited consolidated financial statements.
| 17 | |
[Table of Contents](#toc)
****
**NOTE
1 NATURE OF OPERATIONS**
As
an organization, GTIIs primary goal is to increase shareholder value through the acquisition of companies with significant growth
opportunities. Our investment strategy to achieve this goal is based on four principles: (i) quality acquisitions, (ii) opportunistic
industries, (iii) portfolio diversification and (iv) conservative financing.
On
January 10, 2022, GTII executed a memorandum of understanding with DTXS Auction, Ltd., a wholly-owned subsidiary of DTXS Silk Road Investment
Holdings Company, Ltd., (HKSE code 0620). On January 31, 2022, GTII executed a proposal sheet with DTXS Auction, Ltd., for the proposed
exchange of 100,000 shares of the Companys common stock for 350,000 shares of the common stock of DTXS Silk Road Investment Holdings
Company, Ltd. The proposal sheet provides that, in consideration for the share exchange, DTXS will (a) develop a Chinatown art district
within the Companys planned Metaverse and (b) provide the Company with access to Chinese art pieces that it owns, controls or
has access to, from eras of Chinese antiquity. Due to the current conditions in the cryptocurrency marketplace, the Company has put this
project on hold.
Also
on January 10, 2022, GTII executed an irrevocable gift agreement with Icahn School of Medicine at Mount Sinai for the donation of 250,000
shares of the Companys common stock over each of the next three years, inclusive of 2022.
On
January 17, 2022, GTII executed a memorandum of understanding with TCG Gaming B.V., a Netherlands based metaverse development company,
for the lease of a plot of virtual land in the TCG World metaverse. Due to the conditions in the cryptocurrency marketplace, the Company
has put this project on hold.
On
January 18, 2022, GTIIs subsidiary, Classroom Salon Holdings, LLC, executed a membership interest purchase agreements, as well
as assignments of membership interests, resulting in the acquisition of 100% of Classroom Salon, LLC, a Pennsylvania limited liability
company. On February 22, 2022, Classroom Salon, LLC, executed an amended and restated license agreement with Carnegie Mellon University.
On February 25, 2022, Classroom Salon Holdings, LLC completed its requisite two-year, PCAOB audit.
On
March 9, 2022, GTII executed a non-binding Letter of Intent with Wildfire Media Corp, relating to the acquisition of the assets and liabilities
of 1-800-Law-Firm, PLLC, a Delaware Corporation. On May 25, 2022, the Company and Wildfire Media Corp had signed a follow-up term sheet
which had established the acquisition price and other more formal terms and conditions under which the parties may conclude the anticipated
final transaction, under a definitive agreement which has yet to be established.
On
July 28, 2022, FINRA sent a deficiency notice pursuant to FINRA rule 6490, whereby its Department of Market Operations
determined that the Companys request to pay a dividend to its shareholders was deficient. It based this finding on the fact that
the Depository Trust & Clearing Corporation (DTCC) has declined to facilitate or process the distribution of the Shibu Inu Tokens
to GTII shareholders holding shares in CEDE & Co, which is a substantial portion of GTIIs outstanding common shares. The Company,
in preparation for the distribution of this digital dividend, purchased one billion Shibu Inu Tokens and set them aside to be distributed.
GTII also sold its interest in www.beyondblockchain.us to Alt5 Sigma in anticipation of that company processing the distribution
of the digital dividend to all shareholders who opened a digital wallet on Beyond Blockchain, or other digital platforms, including Etherium
and Bitcoin. There is currently no method of passing these tokens through to brokerage account holders to match out transfer agent records
and the company is of the opinion that DTCC should be able to develop a process to distribute this dividend, and it is therefore in the
process of evaluating whether or not to appeal FINRAs decision. In the meantime, the distribution of tokens will not be undertaken
at this time.
On
July 28, 2022, FINRA declined to effectuate the Companys request to pay a digital dividend to its shareholders. FINRA determined
that the Company action was deficient because the Depository Trust & Clearing Corporation (DTCC) is unable to process the digital
dividend distribution to GTII shareholders holding shares in CEDE & Co, which is a substantial percentage of its shareholders.
On
September 5, 2022, Michael Valle, a member of the board of directors of GTII, died of natural causes. The board is actively looking for
a replacement board member.
On
September 14, 2022, the Company entered into a Share Exchange Agreement with Wildfire Media Corp. (Wildfire Media) and
the shareholders of Wildfire Media Corp. (collectively, the Wildfire Shareholders). Wildfire Media is a legal marketing
company in the business of supporting law firms with client acquisition research, data-driven marketing, media planning and analysis
and client retention services. Under the terms of the agreement, GTII will, at the closing, issue to the Wildfire Shareholders 100 million
restricted common shares (the Acquisition Shares) in exchange for all outstanding shares of Wildfire Media. The closing
of the transaction is subject to customary conditions to closing, as well as certain conditions specific to the transaction, including,
without limitation, Wildfire Media providing GTII with audited financial statements and GTII concluding a due diligence review that is
satisfactory in all respects to GTII. The Wildfire Shareholders have a post-closing earn-out opportunity for 100 million
additional restricted GTII common shares (the Earn-Out Shares) if Wildfire Media achieves $25 million in gross revenue.
Currently, Wildfire Media has $85 million in receivables. The Acquisition Shares and the Earn-Out Shares shall be subject to a lock-up
agreement pursuant to which the Wildfire Shareholders agree not to sell or transfer the shares until the expiration of the 1-year buy-back
period, except as may be otherwise provided in the lock-up agreement. On October 18, 2022, Wildfire Media Corp retained the services
of a PCAOB approved auditing firm to undertake the requisite two-year audit as part of the agreed due diligence process.
| 18 | |
[Table of Contents](#toc)
Ongoing
during the third quarter, the Company and the BFE Shareholders continued to negotiate a settlement that would allow the BFE transaction
to be unwound. This process would involve the Company transferring back to the BFE Shareholders their respective share interests in BFE
and the BFE Shareholders transferring back to the Company the 2,650,000 shares of the Companys common stock issued in connection
with the transaction. The Company would also pay the BFE Shareholders a total lump sum cash payment of $75,000 as part of the settlement.
In addition, 100,000 shares of the Companys common stock that were issued to one of the BFE Shareholders under his consulting
agreement in connection with the transaction would be retained by that BFE Shareholder, and that shareholder would make a charitable
contribution of 50,000 of those shares. The parties would also exchange general releases and terminate all agreements among the parties
in connection with the transaction.
On
September 20, 2022, the Company and Michael Bruk and Russ Kirzhner, tentatively agreed to settle a dispute between them, paying each
lender $100,000 and the lenders making a charitable contribution of the shares to the Epstein Memorial Charity. The dispute arose subsequent
to April 4, 2021, when the Company issued the lenders shares of the Companys common stock, which it intended to be payment in
full of the outstanding balances of the Loans. A dispute subsequently arose among the parties regarding the exact loan pay-off amount.
The parties are currently negotiating the terms of a settlement agreement. Accordingly, the settlement remains subject to the parties
finalizing the settlement agreement and closing the proposed settlement transactions.
On
October 31, 2022, the Company had extended the term of its share exchange agreement with Wildfire Media, for the purpose of allowing
the requisite two-year PCAOB audit to continue, until December 16, 2022.
On
November 11, 2022, the Company signed a mutual settlement agreement with Michael Bruk and Ruslan Kirzhner, whereby the Company paid back
loans of $100,000 to Mr. Bruk and $100.000 to Mr. Kirzhner and they in turn donated 70,865 and 64,940 shares of stock respectively, to
the Hans and Rosy Epstein Memorial Committee. The Company and the respective parties agreed to mutually disengage all previous business,
legal and technical associations.
On
November 14, 2022, the Company signed a Technology Agreement and a Sponsor/Advisor agreement with Horizin Fintex (Horizon)
for the purpose of facilitating the admission of the tokenized common stock of the Company to the Upstream/MERJ exchange. As part of
the agreement, Horizon would assist in the compilation and presentation of the documents and affirmations that must accompany an application
for inclusion to the Upstream/MERJ exchange.
On
December 4, 2022, the Company signed an agreement with ShareIntel Services, Inc. (ShareIntel) to gather and provide information
to the Company regarding the ownership, sales, purchases and custory of the Companys common stock by individuals, institutions,
broker-dealers, and clearing agents for the purpose of supplying the Company the information needed to mount a potential lawsuit regarding
alleged naked shorting of the Companys common stock in 2021 and 2022.
On
December 7, 2022, the Company had completed and filed its application to list a tokenized version of the Companys common stock
on the Upstream/MERJ exchange. As of December 31, 2023, the Company had not yet proceeded with any plans to list the tokenized version
of the Companys common stock.
On
March 8, 2023, the Company was informed that Pinnacle Accountancy Group of Utah (Pinnacle),
the Companys independent, registered, public accounting firm, was not renewing its engagement with the Company. The Company
has not had any disputes with Pinnacle regarding any matters. There had been no disagreements with Pinnacle on any matter of accounting
principles or practices from the date of their engagement on March 9, 2020 through the years ending December 31, 2020 and 2021, the quarter
ended September 30, 2022, nor through March 8, 2023.
On
March 8, 2023, the Company engaged BF Borgers, CPA PC, as its independent accountant to provide auditing services going forward for the
Company. Prior to such engagement, the Company had no consultations with BF Borgers, CPA PC.
On
April 10, 2023, the Company received notice from the OTC Markets Group (the OTC) that its common shares would be moved
from the OTCQB market to the OTC Pink market on April 11, 2023, due to continued concerns on the accuracy or adequacy of the Companys
disclosures, including its reporting of insider transactions and beneficial ownership. The Companys common shares would continue
to be quoted on the OTC Pink market.
On
August 20, 2023, the Company entered into a Membership Interest Purchase Agreement (the Purchase Agreement) with AI Commerce
Group, LLC, a Puerto Rico limited liability company (the AI Commerce) and the members of AI Commerce (the AI Members),
as identified in the Purchase Agreement, pursuant to which, upon the terms and subject to the conditions set forth therein, the Company
will acquire from the AI Members all of the outstanding ownership interests in AI Commerce. The aggregate consideration payable by the
Company under the Purchase Agreement will be an amount in cash equal to Twenty Million (20,000,000) shares of common stock (the AI
Acquisition Shares) of the Company, which AI Commerce shall cause the Company and its transfer agent to deliver into escrow at
the Closing (as defined in the Purchase Agreement). The Acquisition Shares shall be allocated proportionally to the AI Members based
on their respective percentage ownership interest in the AI Membership Interests as set forth in Schedule A of the Purchase Agreement.
| 
| 
B) | 
GOING
CONCERN | |
The
Companys consolidated financial statements are prepared using U.S. GAAP applicable to a going concern which contemplates the realization
of assets and liquidation of liabilities in the normal course of business. The Company has not yet established an ongoing source of revenue
sufficient to cover its operating costs and allow it to continue as a going concern. The ability of the Company to continue as a going
concern is dependent on the Company obtaining adequate capital to fund operating losses until it becomes profitable. If the Company is
unable to obtain adequate capital, it could be forced to cease operations. These conditions raise substantial doubt regarding the Companys
ability to continue as a going concern.
In
order to continue as a going concern, the Company will need, among other things, additional capital resources. Managements plan
is to obtain such resources for the Company by obtaining capital from management and significant shareholders sufficient to meet its
operating expenses and seeking equity and/or debt financing. However, management cannot provide any assurances that the Company will
be successful in accomplishing any of its plans.
The
ability of the Company to continue as a going concern is dependent upon its ability to successfully accomplish the plans described in
the preceding paragraph and eventually secure other sources of financing and attain profitable operations. The accompanying consolidated
financial statements do not include any adjustments that might be necessary if the Company is unable to continue as a going concern.
****
| 19 | |
[Table of Contents](#toc)
****
**NOTE
2 SIGNIFICANT ACCOUNTING POLICIES**
A) PRINCIPLES OF CONSOLIDATION
The
accompanying consolidated financial statements include the accounts of the Company and its wholly-owned subsidiaries, TTI Strategic Acquisitions
and Equity Group, Inc, Classroom Salon Holdings, LLC, Gold Transactions International, Inc. and GT International, Inc. All significant
inter-company balances and transactions have been eliminated.
B) USE OF MANAGEMENTS 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. At December 31, 2023 and December 31, 2022, there were excess cash balances of $1,238,564 and
$3,320,164, respectively.
D) 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.
E) 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.
| 20 | |
[Table of Contents](#toc)
F) REVENUE RECOGNITION
The
Company had no revenues during the three and nine months ended September 30, 2023 and 2022, however when revenues commence, the Company
will recognize revenues in accordance with ASC 606, Revenue from Contracts with Customers. Revenue is recognized per our
contract with our customers at a point of time when control of our products or services are transferred to our customers in an amount
that reflects the consideration the Company expects to be entitled to in exchange for those products, and after all our performance obligations
have been met. The Company currently has no consulting revenues with performance obligations of hours expended on various projects with
our customers pursuant to underlying contracts. If we subsequently determine that collection from any customer is not reasonably assured,
we record an allowance for doubtful accounts and bad debt expense for all that customers unpaid invoices and cease recognizing
revenue for continued services provided until cash is received.
G) STOCK-BASED COMPENSATION
The
Company accounts for stock-based compensation in accordance with the provisions of ASC 718, Compensation Stock Compensation.
ASC 718 requires all share-based payments to employees, including grants of employee stock options, to be recognized in the financial
statements based on the grant-date fair value of the award. That cost will be recognized over the period during which an employee is
required to provide service in exchange for the reward- known as the requisite service period. No compensation cost is recognized for
equity instruments for which employees do not render the requisite service. The grant-date fair value of employee share options and similar
instruments are estimated using the Black Scholes option-pricing model adjusted for the unique characteristics of those instruments.
Equity
instruments issued to non-employees are recorded at their fair values as determined in accordance with ASC 718 as amended by ASU 2018-07.
As such, the grant date is the measurement date of an awards fair value.
H) 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, 2023 and 2022.
Marketable
securities are reported at the quoted and listed market rates of the securities held at the year end.
| 21 | |
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The
following table presents the Companys Marketable securities within the fair value hierarchy utilized to measure fair value on
a recurring basis as of December 31, 2023 and 2022:
SCHEDULE OF FAIR VALUE ASSETS AND LIABILITIES MEASURED ON RECURRING BASIS
| 
| | 
Level 1 | | | 
Level 2 | | | 
Level 3 | | |
| 
Marketable Securities 2023 | | 
$ | 20,000 | | | 
$ | -0- | | | 
$ | -0- | | |
| 
Marketable Securities 2022 | | 
$ | 36,000 | | | 
$ | -0- | | | 
$ | -0- | | |
I) 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 and there were no potentially dilutive securities to
consider in the fully diluted earnings per share calculation.
SCHEDULE OF BASIC AND DILUTED PER SHARE
| 
| | 
2023 | | | 
2022 | | |
| 
| | 
For the Years Ended | | |
| 
| | 
December 31, | | |
| 
| | 
2023 | | | 
2022 | | |
| 
Loss (numerator) | | 
$ | (97,882,781 | ) | | 
$ | (13,593,202 | ) | |
| 
Shares (denominator) | | 
| 330,924,503 | | | 
| 257,287,675 | | |
| 
Basic and diluted loss per share | | 
$ | (0.30 | ) | | 
$ | (0.05 | ) | |
J) 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.
K) 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.
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****
**NOTE
3 RELATED PARTY TRANSACTIONS**
**Accrued
Payables and Accrued Expenses Related Parties**
Related
party payables and accrued expenses totaled $809,315 and $1,551,208 on December 31, 2023 and December 31, 2022. These totals are detailed
as follows:
Due
to related parties advances consists of cash advances and expenses paid by Mr. Reichman to satisfy the expense needs of the Company.
The payables and cash advances are unsecured, due on demand and do not bear interest. As of December 31, 2023, and December 31, 2022,
these amounts totaled $107,525 and $270,649.
The
accrued officer wages for the years ended December 31, 2023, and 2022 are $200,000 and $137,000, respectively. The balance of accrued
wages due to the officers on December 31, 2023, and December 31, 2022, are $551,902 and $1,232,500, respectively. Additionally, there
is an expense account due to Mr. Reichman in total of $0 and $48,059 on December 31, 2023, and December 31, 2022.
**NOTE
4 FIXED ASSETS**
Depreciation
expense for the years ended December 31, 2023, and 2022 was $803 and $1,697, respectively.
Fixed
assets consist of the following:
SCHEDULE OF FIXED ASSETS
| 
| | 
2023 | | | 
2022 | | |
| 
Computer equipment | | 
$ | 3,214 | | | 
$ | 3,214 | | |
| 
Total fixed assets | | 
| 3,214 | | | 
| 3,214 | | |
| 
Accumulated Depreciation | | 
| (3,214 | ) | | 
| (2,411 | ) | |
| 
Net fixed assets | | 
$ | - | | | 
$ | 803 | | |
| 23 | |
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****
**NOTE
5 - LICENSES**
**GOLD
TRANSACTIONS NETWORK LICENSE**
On
February 28, 2021, pursuant to a Stock Purchase Agreement (the SPA) between the Company and Gold Transactions International,
Inc. (GoldTI), the Company purchased 100% of the the stock of GoldTI and assumed its sole asset a License Agreement held by GoldTI. The
license provides access to a joint venture of companies (the Network), that buys gold from artisan miners internationally,
and provides transportation, assaying, refining and storage facilities in the DMCC1, a free trade zone for commodities trading in Dubai,
and then sells the refined gold to its customers. The License Agreement grants the Company the following:
| 
| 
| 
Access
to the Networks gold operations, to participate in the profits generated by the margin between the buy and sell prices, based
on the % of funds advanced into the Network, | |
| 
| 
| 
| |
| 
| 
| 
an
exclusive license to market and promote the gold buy/sell program in an attempt to increase the buying power of the Network. The
term of the License is un-defined and perpetual. | |
| 
| 
| 
| |
| 
| 
| 
Reporting
from the Network partners of gold transactions shared in, and the revenue generated on a monthly basis. Payments, however are quarterly
to the Network partners. | |
Pursuant
to the SPA, 100% of the GTI shares were exchanged for 6,000,000 shares of the Companys common stock (acquisition date fair value
was $10,018,085). This transaction closed in the second quarter of 2022. As per the table below the License asset was valued at $14,990,277
net of additional liabilities recorded on the closing date of the transaction May 25, 2022.
The
acquisition of GTI is being treated as an asset purchase and not business combination per ASC 805 as substantially all of the assets
acquired are concentrated in a single identifiable asset. The following table summarizes the consideration transferred to acquire GTI
and the amount of identified assets, and liabilities assumed at the acquisition date.
At
the close of the December 31, 2023 fiscal year, the Company did an impairment analysis of the acquisition and it was determined that
a full impairment of the License valuation had incurred of $14,990,277.
This has the effect of lowering the license asset acquired identified in the table below from $14,990,277
to $0.
The adjusted value is now recorded on our balance sheet as of December 31, 2023.
Recognized
amounts of identifiable assets acquired and liabilities assumed:
SCHEDULE OF RECOGNIZED IDENTIFIED ASSETS ACQUIRED AND LIABILITIES ASSUMED
| 
| | 
| | | |
| 
Cash and cash equivalents | | 
$ | 2,373 | | |
| 
License | | 
| 14,990,277 | | |
| 
Trade payables | | 
| (6,388 | ) | |
| 
Note payable | | 
| (4,968,177 | ) | |
| 
| | 
| | | |
| 
Total identifiable net assets | | 
$ | 10,018,085 | | |
**NOTE
6 FINE ART**
On
April 7, 2021, the Company executed a Contractor Agreement with Ronald Cavalier, an artist with galleries in Greenwich, CT, New York
City, Nantucket Island and Palm Beach, FL. Pursuant to this agreement, Mr. Cavalier has assisted the Company in acquiring 2 pieces of
art for eventual digitization as a Non Fungible Token (NFT). On April 23, 2021, the Company purchased an original Picasso: Quatre
Femmes Nues Et Tete Sculptee, which was executed in 1934 on Montval laid paper and published by A. Vollard, Paris in 1939. The
Company paid $35,940 for this piece of fine art.
On
June 4, 2021, the Company purchased another piece of fine art, an Andy Warhol gelatin silver print of Bianca Jagger on a white horse
taken by Warhol at the famed Studio 54 (the Warhol Print) for $31,905. The Company had intended to digitalize both pieces
of fine art and issue an NFT to shareholders as a dividend, therefore, the fine art has been characterized as an other asset-not purchased
for re-sale, but rather to be held for the long term. Both pieces of Fine Art were sold in two installments resulting in a gain of $4,447
in December of 2022 and a gain of $50,000 in January of 2023.
| 24 | |
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**NOTE
7 - NOTES PAYABLE**
On
November 29, 2022, the Company received cash from an individual in the amount of $50,000 as a loan bearing interest at 5%, with a term
of 12 months of the date received. As of December 31, 2023 and 2022, accrued interest on this note totaled $2,521 and $271, respectively.
On
December 5, 2022, the Company received cash from an individual in the amount of $30,000 as a loan bearing interest at 5%, with a term
of 12 months of the date received. As of December 31, 2023 and 2022, accrued interest on this note totaled $1,478 and $128, respectively.
On
January 1, 2023, the Company had legal fees paid directly from an individual in the amount of $20,000 as a loan bearing interest at 5%,
with a term of 12 months of the date received. As of December 31, 2023, the accrued interest on this note totaled 900.
In
connection with the acquisition of the License Agreement, the Company executed a Promissory Note in the amount of $5,044,610, bears interest
at 2.168%, is payable quarterly in graduating amounts over a 5-year period and is unsecured. On December 31, 2020, the note holder agreed
to delay the interest accrual until 2024 and delayed the quarterly installments. As of December 31, 2023, the balance on this loan was
$4,968,177.
Future
maturities of notes payable are as follows:
SCHEDULE OF FUTURE MATURITIES OF NOTES PAYABLE
Year
Ending December 31,
| 
| | 
| | | |
| 
2023 | | 
$ | 180,000 | | |
| 
2024 | | 
| 344,330 | | |
| 
2025 | | 
| 714,795 | | |
| 
2026 | | 
| 1,093,359 | | |
| 
2027 | | 
| 2,635,693 | | |
| 
Thereafter | | 
| - | | |
| 
Total | | 
$ | 4,968,177 | | |
On
September 30, 2023, the Company wrote off $871,082 in old notes payable that were no longer viable as well as $434,053 in accrued interest
that was being calculated on those notes.
| 25 | |
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****
**NOTE
8 INCOME TAXES**
The
Company follows the provisions of ASC 740, Income Taxes. This standard requires a company to determine whether it is more
likely than not that a tax position will be sustained upon examination based upon the technical merits of the position. If the more-likely-than-not
threshold is met, a company must measure the tax position to determine the amount to recognize in the financial statements. As a result
of the implementation of this standard, the Company performed a review of its material tax positions in accordance with recognition and
measurement standards established by ASC 740.
Deferred
taxes are provided on a liability method whereby deferred tax assets are recognized for deductible temporary differences and operating
loss and tax credit carry-forwards and deferred tax liabilities are recognized for taxable temporary differences. Temporary differences
are the differences between the reported amounts of assets and liabilities and their tax basis. Deferred tax assets are reduced by a
valuation allowance when, in the opinion of management, it is more likely than not that some portion or all the deferred tax assets will
not be realized. Deferred tax assets and liabilities are adjusted for the effects of changes in tax laws and rates on the date of enactment.
Deferred
tax assets and the valuation account are as follows:
SCHEDULE
OF DEFERRED TAX ASSETS
| 
| | 
2023 | | | 
2022 | | |
| 
Deferred tax assets: | | 
| | | | 
| | | |
| 
NOL carryover | | 
$ | 16,435,467 | | | 
$ | 6,007,156 | | |
| 
Valuation allowance | | 
| (16,435,467 | ) | | 
| (6,007,156 | ) | |
| 
Net deferred tax asset | | 
$ | - | | | 
$ | - | | |
The
income tax provision differs from the amount of income tax determined by applying the U.S. federal and state income tax rates of 21%
to pretax income from continuing operations for the years ended December 31, 2023, and 2022.
The
components of income tax expense are as follows:
SCHEDULE
OF COMPONENTS OF INCOME TAX EXPENSE
| 
| | 
2023 | | | 
2022 | | |
| 
| | 
| | | 
| | |
| 
Book loss | | 
$ | (97,882,781 | ) | | 
$ | (13,593,202 | ) | |
| 
Stock based compensation | | 
| 81,311,629 | | | 
| 11,536,941 | | |
| 
Non-deductible expenses | | 
| 19,685 | | | 
| 14,901 | | |
| 
Unrealized/Realized gains or losses on Securities (net) | | 
| 16,000 | | | 
| (127,000 | ) | |
| 
Change in NOL valuation allowance | | 
| 16,435,467 | | | 
| 216,861 | | |
| 
Income tax expense benefit | | 
$ | - | | | 
$ | - | | |
The
Company currently has no issues creating timing differences that would mandate deferred tax expense. Net operating losses would create
possible tax assets in future years. Due to the uncertainty of the utilization of net operating loss carry forwards, a valuation allowance
has been made to the extent of any tax benefit that net operating losses may generate. A provision for income taxes has not been made
due to net operating loss carry-forwards of $16,435,467 and $6,007,156 as of December 31, 2023, and 2022, respectively, which may be offset
against future taxable income. No tax benefit has been reported in the financial statements.
| 26 | |
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A
reconciliation of the beginning and ending amount of unrecognized tax benefits is as follows:
SCHEDULE
OF RECONCILIATION OF BEGINNING AND ENDING OF UNRECOGNIZED TAX BENEFITS
| 
| | 
2023 | | | 
2022 | | |
| 
| | 
December
31, | | |
| 
| | 
2023 | | | 
2022 | | |
| 
| | 
| | | 
| | |
| 
Beginning
balance | | 
$ | 6,007,156 | | | 
$ | 3,508,211 | | |
| 
Additions
based on tax positions related to current year | | 
| 10,435,467 | | | 
| 330,584 | | |
| 
Additions
for tax positions of prior years | | 
| - | | | 
| - | | |
| 
Reductions
for tax positions of prior years | | 
| - | | | 
| - | | |
| 
Reductions
in benefit due to income tax expense | | 
| - | | | 
| - | | |
| 
Ending
balance | | 
$ | 16,435,467 | | | 
$ | 6,007,156 | | |
The
Company did not have any tax positions for which it is reasonably possible that the total amount of unrecognized tax benefits will significantly
increase or decrease within the next 12 months.
The
Company includes interest and penalties arising from the underpayment of income taxes in the consolidated statements of operations in
the provision for income taxes. As of December 31, 2023, and 2022, the Company had no accrued interest or penalties related to uncertain
tax positions.
The
tax years that remain subject to examination by major taxing jurisdictions are for the years ended December 31, 2023, 2022, 2021, 2020,
2019 and 2018.
**NOTE
9 STOCKHOLDERS DEFICIT**
| 
| 
A) | 
NUMBER
OF SHARES AUTHORIZED | |
The
Board of Directors has authorized 750,000,000 shares of common stock to be issued at a par value of $0.001. As of December 31, 2023 and
December 31, 2022, 369,025,857 and 262,251,320 shares of common stock are issued and outstanding, respectively.
| 
| 
B) | 
PREFERRED
STOCK | |
The
Board of Directors authorized 50,000 shares of blank check preferred stock. The terms, rights and features of the preferred
stock will be determined by the Board of Directors upon issuance. Subject to the provisions of the Companys certificate of amendment
to the articles of incorporation and the limitations prescribed by law, the Board of Directors would be expressly authorized, at its
discretion, to adopt resolutions to issue shares, to fix the number of shares and to change the number of shares constituting any series
and to provide for or change the voting powers, designations, preferences and relative, participating, optional or other special rights,
qualifications, limitations or restrictions thereof, including dividend rights (including whether the dividends are cumulative), dividend
rates, terms of redemption (including sinking fund provisions), redemption prices, conversion rights and liquidation preferences of the
shares constituting any series of the preferred stock, in each case without any further action or vote by the stockholders. The Board
of Directors would be required to make any determination to issue shares of preferred stock based on its judgment as to the best interests
of the Company.
During
2016, the Board of Directors authorized the issuance of 1,000 shares of Series A Preferred Stock to David Reichman, the Companys
CEO. Mr. Reichman has advanced significant capital and expended significant time to the Company without compensation. As an effort to
give Mr. Reichman security for his advances, the 1,000 shares of preferred were issued. The Series A Preferred Shares have the following
features attached:
| 
| 
1) | 
Non-participating
in the dividends to the Common Shareholders | |
| 
| 
2) | 
No
Liquidation Preference | |
| 
| 
3) | 
Voting
Rights to include: the right to vote in an amount equal to 51% of the total vote with respect to any proposal relating to (a) increasing
the authorized share capital of the Company, (b) effecting any forward stock split of the Companys authorized, issued or outstanding
shares of capital stock, and (c) any other matter subject to a shareholder vote. | |
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| 
| 
4) | 
The shares have no
conversion rights | |
| 
| 
5) | 
The shares are transferable. | |
| 
| 
6) | 
Redemption
Rights: The Series A shares shall be automatically redeemed upon (a) Mr. Reichman ceases to serve as an officer or director of the
Company, (b) on the date that the Companys shares or common stock first trade on any national securities exchange | |
| 
| 
C) | 
ISSUANCES
OF COMMON STOCK | |
On
January 3, 2022, the Board of Directors authorized the issuance of 50,000 shares for services valued at $74,750, the market price of
the shares upon authorization.
On
March 17, 2022, the Board of Directors authorized the issuance of 125,000 shares for services valued at $200,000, the market price of
the shares upon authorization.
On
March 31, 2022, the Board of Directors authorized the issuance of 108,399 shares for services valued at $178,358 the market price of
the shares upon authorization.
On
March 31, 2022, the Board of Directors authorized the issuance of 250,000 shares for medical advisory, charitable and other services
valued at $410,000, the market price of the shares upon authorization.
On
April 4, 2022, the Board of Directors authorized the issuance of 672,457 shares for the conversion of notes payable and accrued interest
of $1,075,077, the market price of the shares upon grant.
On
May 24, 2022, the Board of Directors authorized the issuance of 125,000 shares for services valued at $178,358 the market price of the
shares upon authorization.
On
May 24, 2022, the Board of Directors authorized the issuance of 250,000 shares for medical advisory, charitable and other services valued
at $186,250, the market price of the shares upon authorization.
On
June 28, 2022, the Board of Directors authorized the issuance of 91,848 shares for services valued at $105,958 the market price of the
shares upon authorization.
On
September 6, 2022, the Board of Directors authorized the issuance of 360,000 shares for medical advisory, charitable and other services
valued at $223,236, the market price of the shares upon authorization.
On
September 6, 2022, the Board of Directors authorized the issuance of 420,933 shares for services valued at $261,020 the market price
of the shares upon authorization.
On
September 29, 2022, the Board of Directors authorized the issuance of 134,377 shares for services valued at $713,542 the market price
of the shares upon authorization.
On
November 11, 2022, the Board of Directors authorized the issuance of 500,000 shares for services valued at $1,745,000 the market price
of the shares upon authorization.
On
November 11, 2022, the Board of Directors authorized the issuance of 2,000,000 shares for medical advisory, charitable and other services
valued at $6,980,000, the market price of the shares upon authorization.
On
December 30, 2022, the Board of Directors authorized the issuance of 184,390 shares for services valued at $270,670 the market price
of the shares upon authorization.
| 28 | |
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On
January 25, 2023, the Board of Directors authorized the issuance of 21,288,187 shares for services valued at $31,932,281 the market price
of the shares upon authorization.
On
January 25, 2023, the Board of Directors authorized the issuance of 8,432,848 shares for services valued at $12,649,272 the market price
of the shares upon authorization.
On
January 25, 2023, the Board of Directors authorized the issuance of 3,323,565 shares for services valued at $4,985,348 the market price
of the shares upon authorization.
On
January 25, 2023, the Board of Directors authorized the issuance of 3,416,114 shares for services valued at $5,124,171 the market price
of the shares upon authorization.
On
January 25, 2023, the Board of Directors authorized the issuance of 21,288,187 shares for services valued at $31,932,281 the market price
of the shares upon authorization.
On
January 25, 2023, the Board of Directors authorized the issuance of 8,000,000 shares for medical advisory, charitable and other services
valued at $12,000,000 the market price of the shares upon authorization.
On
January 30, 2023, the Board of Directors authorized the issuance of 227,284 shares for services valued at $379,564 the market price of
the shares upon authorization.
On
February 16, 2023, the Board of Directors authorized the issuance of 250,000 shares for services valued at $175,000 the market price
of the shares upon authorization.
On
March 7, 2023, the Board of Directors authorized the issuance of 3,000,000 shares for medical advisory, charitable and other services
to multiple recipients valued at $3,860,000 the market price of the shares upon authorization.
On
March 31, 2023, the Board of Directors authorized the issuance of 80,650 shares for services to multiple recipients valued at $147,590
the market price of the shares upon authorization.
On
April 14, 2023, the Board of Directors authorized the issuance of 4,000,000 shares for services valued at $6,560,000 the market price
of the shares upon authorization.
On
April 29, 2023, the Company issued shares for a stock dividend totaling 31,026,961 shares.
On
June 30, 2023, the Board of Directors authorized the issuance of 204,573 shares for services to multiple recipients valued at $167,750
the market price of the shares upon authorization.
On
August 7, 2023, the Board of Directors authorized the issuance of 600,000 shares for medical advisory, charitable and other services
to multiple recipients valued at $504,000 the market price of the shares upon authorization.
On
August 31, 2023, the Board of Directors authorized the issuance of 575,000 shares for services to multiple recipients valued at $368,250
the market price of the shares upon authorization.
On
September 29, 2023, the Board of Directors authorized the issuance of 115,132 shares for services valued at $87,500 the market price
of the shares upon authorization.
On
September 29, 2023, the Board of Directors authorized the issuance of 750,000 shares for medical advisory, charitable and other services
to multiple recipients valued at $570,000 the market price of the shares upon authorization.
On
September 29, 2023, the Company issued 20,000,000 shares which are being held in escrow with a designated attorney for a pending acquisition.
On
September 29, 2023, the Board of Directors authorized the issuance of 305,591 shares for services to multiple recipients valued at $238,723
the market price of the shares upon authorization.
On
November 2, 2023, the Board of Directors authorized the issuance of 200,000 shares for services valued at $128,000 the market price of
the shares upon authorization.
On
November 30, 2023, the Board of Directors authorized the issuance of 200,000 shares for services valued at $104,000 the market price
of the shares upon authorization.
On
December 1, 2023, the Board of Directors authorized the issuance of 200,000 shares for services valued at $84,800 the market price of
the shares upon authorization.
On
December 29, 2023, the Board of Directors authorized the issuance of 578,732 shares for services to multiple recipients valued at $245,382
the market price of the shares upon authorization.
| 
| 
D) | 
2007
OMNIBUS STOCK AND INCENTIVE PLAN | |
On
September 24, 2007, the Board of Directors authorized the creation of the 2007 Omnibus Stock and Incentive Plan (the 2007 Plan).
The 2007 Plan was approved by the stockholders on November 28, 2007. An aggregate of 60,000 shares of common stock is reserved for issuance
and available for awards under the 2007 Plan.
| 29 | |
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Awards
under the 2007 Plan may include non-qualified stock options, incentive stock options, stock appreciation rights (SARs),
restricted shares of common stock, restricted units and performance awards. For a complete description of the Plan, see Global Techs
Form 8-K filed with the SEC on November 7, 2007.
| 
| 
E) | 
UNEARNED
ESOP SHARES | |
Effective
January 1, 2009, the Company organized the Tree Top Industries Profit-Sharing Plan Trust, to manage the Companys Employee Stock
Option Profit-Sharing Plan (the Plan). On November 13, 2018, the Trust name was changed to Global Tech Industries Group
Profit Sharing Plan Trust. At the direction of the Board of Directors, the Company annually issues share to the Trust for the future
benefit of the employees of the Company. The plan allows the Board of Directors to issue shares to the Trust annually to be allocated
to the participants.
The
Plan was organized consistent with the requirements of Section 401(a) of the Internal Revenue Code of 1986; however, the Plan has not
been administered as a qualified retirement plan, and therefore, the shares issued to the ESOP have not been deducted for federal tax
purposes. The employee group is a Top-Heavy group of Key Employees, however, the plan will also cover all employees that are eligible.
Eligibility occurs for each employee that is employed on the anniversary date of the Plan. Participation shall cease upon the termination
of the employee services, on account of death, disability, retirement or the separation from the employer. Each year the Employer shall
contribute either cash or stock of the Corporation, an amount to the Plan as shall be determined by the Board of Directors. The contributions
vest as follows:
| 
For
each of the first two years of Service | 
| 
10%
per year | |
| 
Each
additional year of Service over two years | 
| 
| |
| 
| 
| 
20%
additional | |
| 
Full
vesting after six years of Service | 
| 
0% | |
Retirement
and death benefits commence at the termination of Service. Benefits may be paid in Cash, Stock or through a Qualified Join and Survivor
Annuity.
Pursuant
to ASC 718, the Companys ESOP Plan is a non-leveraged plan, and therefore compensation expense is recorded at the fair value of
the shares issued at the grant date. The Company has never issued dividends to its shareholders, and therefore no dividends have been
issued to the ESOP plan. The ESOP shares are considered issued and outstanding for the earnings per share computation. Compensation expense
of $0 and $150,000 has been recorded during 2020 or 2019, respectively, for the ESOP shares issued. There have been 23,500,000 and 23,500,000
share allocated to the participants of the Plan, as of December 31, 2021, and 2020, respectively and none of the shares have been committed
for release. There are no shares in suspense as of December 31, 2021, and 2020, respectively. The fair value of the ESOP shares being
held by the Trust as of December 31, 2022, and 2021 is $35,250,000 and $2,350,000, respectively. There is no repurchase obligation on
the Company to purchase back any shares issued to the ESOP Trust. No dividends have been issued to the ESOP Trust, therefore there has
been no tax benefit treatment in the Earnings Per Share computation.
No
ESOP shares were issued for the 2023 or 2022 years.
| 30 | |
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WARRANTS
On
March 22, 2021, GTII entered into a warrant agreement with Liberty Stock Transfer Agent (Liberty), whereby Liberty agreed
to act as GTIIs warrant agent in its offering of warrants to GTIIs shareholders (each, a Warrant). All shareholders
of record on April 1, 2021, were issued 0.10 of a Warrant per share of Common Stock held of record by such holder. This agreement created
23,364,803 warrants to the shareholders of the Company as a dividend valued at $57,689,800, and recorded as a decrease in retained earnings
with the offsetting entry to paid in capital. The Warrants were issued on April 8, 2021. Each full Warrant shall be exercisable into
one share of GTIIs common stock at an exercise price of $2.75. Manhattan Transfer Registrar Co. shall act as co-agent with Liberty.
On July 27, 2021, the Company filed an Amended Registration Statement to register the warrants to be free trading when exercised. The
Warrants expired on April 8, 2023.
SCHEDULE
OF WARRANTS ISSUANCE OF FAIR VALUE ASSUMPTIONS
| 
| | 
2022
Warrants | | |
| 
Assumptions: | | 
| | | |
| 
Assumptions
applicable to stock options issued | | 
| | | |
| 
Risk-free
interest rate | | 
| 25- | % | |
| 
Expected
lives (in years) | | 
| 2 | | |
| 
Expected
stock volatility | | 
| 266- | % | |
| 
Dividend
yield | | 
| - | | |
Warrant
transactions are as follows:
SCHEDULE
OF STOCK WARRANTS ACTIVITIES
| 
| | 
| | | 
Average | | | 
Weighted
Average | | | 
Weighted
Aggregate | | |
| 
| | 
| | | 
Exercise | | | 
Remaining | | | 
Intrinsic | | |
| 
| | 
Shares | | | 
Price | | | 
Term | | | 
Value | | |
| 
Outstanding
at January 1, 2022 | | 
| 23,361,723 | | | 
$ | 2.75 | | | 
| 1.25
yrs | | | 
$ | 57,681,330 | | |
| 
Granted | | 
| - | | | 
| - | | | 
| - | | | 
| - | | |
| 
Exercised | | 
| (1,187,331 | ) | | 
| 2.75 | | | 
| - | | | 
| (3,265,160 | ) | |
| 
Forfeited | | 
| - | | | 
| - | | | 
| - | | | 
| - | | |
| 
Outstanding
at December 31, 2022 | | 
| 23,361,723 | | | 
$ | 2.75 | | | 
| .25
yrs | | | 
$ | 54,416,170 | | |
| 
Granted | | 
| - | | | 
| - | | | 
| - | | | 
| - | | |
| 
Exercised | | 
| - | | | 
| - | | | 
| - | | | 
| - | | |
| 
Forfeited | | 
| (23,361,723 | ) | | 
| 2.75 | | | 
| - | | | 
| (54,416,170 | ) | |
| 
Outstanding
at December 31, 2023 | | 
| - | | | 
$ | - | | | 
| .04
yrs | | | 
$ | - | | |
| 31 | |
[Table of Contents](#toc)
| 
| 
H) | 
OTHER | |
March
17, 2021, the Companys 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 GTIIs
warrant agent in its offering of warrants to GTIIs 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 GTIIs
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
July 28, 2022, FINRA sent a deficiency notice pursuant to FINRA rule 6490, whereby its Department of Market Operations
determined that the Companys request to pay a dividend to its shareholders was deficient. It based this finding on the fact that
the Depository Trust & Clearing Corporation (DTCC) has declined to facilitate or process the distribution of the Shibu Inu Tokens
to GTII shareholders holding shares in CEDE & Co, which is a substantial portion of GTIIs outstanding common shares. The Company,
in preparation for the distribution of this digital dividend, purchased one billion Shibu Inu Tokens and set them aside to be distributed.
It also sold its interest in www.beyondblockchain.us to Alt5 Sigma in anticipation of that company processing the distribution
of the digital dividend to all shareholders who opened a digital wallet on Beyond Blockchain, or other digital platforms, including Etherium
and Bitcoin. There is currently no method of passing these tokens through to brokerage account holders to match out transfer agent records
and the company is of the opinion that DTCC should be able to develop a process to distribute this dividend, and it is therefore in the
process of evaluating whether or not to appeal FINRAs decision. In the meantime, the distribution of tokens will not be undertaken
at this time.
On
July 28, 2022 FINRA declined to effectuate the Companys request to pay a digital dividend to its shareholders. FINRA determined
that the Company action was deficient because the Depository Trust & Clearing Corporation (DTCC) is unable to process the digital
dividend distribution to GTII shareholders holding shares in CEDE & Co, which is a substantial percentage of its shareholders.
On
November 14, 2022, the Company signed a Technology Agreement and a Sponsor/Advisor agreement with Horizin Fintex (Horizon)
for the purpose of facilitating the admission of the tokenized common stock of the Company to the Upstream/MERJ exchange. As part of
the agreement, Horizon would assist in the compilation and presentation of the documents and affirmations that must accompany an application
for inclusion to the Upstream/MERJ exchange. As of December 31, 2023, the Companys application is completed and still open, in
spite of the agreement having been terminated.
Also
on January 10, 2022, GTII executed an irrevocable gift agreement with Icahn School of Medicine at Mount Sinai for the donation of 250,000
shares of the Companys common stock over each of the next three years, inclusive of 2022.
**NOTE
10- COMMITMENTS AND CONTINGENCIES**
None
| 
| 
B) | 
LITIGATION | |
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 Companys 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 Companys 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. The Company and GoFun have mutually agreed to resolve the matter and the respective counsels are currently
working toward that goal.
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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, 2023, David Wells has not yet filed an answer to the Companys complaint. On November 11, 2021, David Wells filed an action
against GTII in the United States District Court for the District of Nevada,(Case 2:21-cv-02040) claiming a violation of the duty to
register transfer of shares. As of December 31, 2021, the parties were engaged in briefing jurisdictional motions.
On
August 24, 2021, the Company filed an application for a temporary restraining (TRO) order in the Superior Court of New
Jersey, Chancery Division: Monmouth County (Docket No.: Mon-C-132-21) seeking to restrain Liberty Stock Transfer, Inc. from removing
restrictive legends from 6,000,000 shares of Company stock held in the name of International Monetary, as well as from transferring said
shares. The Court granted the TRO effective until September 28, 2021. On September 28, 2021, the Court declined to issue any further
restraints.
In
the interim, on September 16, 2021, International Monetary filed an action against the Company in Clark County, Nevada (Case No: A-21-841175-B)
alleging breach of contract and breach good faith and fair dealing, as well as a request for declaratory relief, and temporary restraining
order and preliminary injunction. On September 30, 2021, the Company filed a notice of removal of the action to the United States District
Court for the District of Nevada (Case 2:21-cv-01820), as well as a request for a temporary restraining order enjoining International
Monetary from taking any action to remove the restrictive legend shares from Company shares held in its name. On October 14, 2021, International
Monetary filed a motion to strike the petition for removal. As of December 31, 2021, no ruling on that motion had been entered. As of
December 2022, the parties entered in to a mutual resolution of the matter and On November 3, 2022, the Company entered into a settlement
agreement with two separate private lenders, which provided for the settlement of all disputes and claims of the parties, including those
arising in connection with the lenders loans to the Company (the Settlement Agreement). The transactions under the
Settlement Agreement closed on November 8, 2022.
On
November 29, 2022, the Company retained the legal services of the Christian Levine Law Group to commence a lawsuit against certain broker
dealers whom the Company believed had illegally manipulated its share price. On October 23, 2023, the Company and certain broker dealers
signed a settlement agreement, whereby the Company received $50,000 and mutually agreed to end the litigation.
On
May 1, 2023 the Company issued 4,000,000 shares of restricted common stock to Mr. Alan Shinderman, which effectively closed the GoFun
litigation.
On
July 11, 2023, the matter with Mr. David Wells was closed, as 135,000 shares of common stock were transferred by the transfer agent to
Mr. Wells account, with 16,500 shares remaining with the transfer agent as of this writing.
| 33 | |
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| 
| 
B) | 
CONTINGENCIES | |
None.
**NOTE
11 - MARKETABLE SECURITIES**
The
Company has acquired various shares of Marketable Securities over the past several years and engages in trading activities for its own
account. The Companys marketable securities are listed on various exchanges with readily determinable fair value per the guidance
of ASC 321, Investments Equity Securities. The fair value of these shares on December 31, 2023, and 2022 amounted
to $20,000 and $36,000, respectively. All realized gains and losses and unrealized gains and losses are recorded in earnings. For the
year ended December 31, 2023, the Company recorded a net loss of $16,000 in unrealized losses. For the year ended December 31, 2022,
the Company recorded a net loss of $127,000 which consisted of unrealized losses. The Company does not hold any equity securities that
do not have readily available fair values, therefore no impairment analysis or other methods to determine value are used.
**NOTE
12 ADVANCE RECEIVABLES**
****
During
the fourth quarter 2023, the Companys subsidiary advanced $1,631,768 into its subsidiary, Gold Transactions Internationals joint venture gold
program. The License Agreement held by Gold Transactions International gives them access to a network of private entities and asset managers,
wherein various financial activities are engaged, including the buy/sell and trading of gold-based products. The advance is a long-term
receivable with an expected term of 5 years. No interest will be accrued on the advance since revenues are expected to be received on
a quarterly basis as part of the joint venture agreement. With the impairment of the license asset in full it was determined to record a bad debt of $1,631,768 or the full
amount of the receivable even though some payments may be subsequently collected on the balance.
**NOTE
13 - SUBSEQUENT EVENTS**
****
None.
| 34 | |
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****
**ITEM
9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosures**
**ITEM
9A. CONTROLS AND PROCEDURES**
Disclosure
controls and procedures are controls and other procedures that are designed to ensure that information we are required to disclose is
recorded, processed, summarized and reported, within the time periods specified in the rules and forms of the Commission. David Reichman,
our Chief Executive Officer and our Principal Accounting Officer, is responsible for establishing and maintaining our disclosure controls
and procedures.
Under
the supervision and with the participation of our management, including the Chief Executive Officer and Chief Financial Officer, we have
evaluated the effectiveness of our disclosure controls and procedures (as defined in Rule 13a-15(e) and Rule 15d-15(e) of the Exchange
Act) as of the end of the period covered by this report. The disclosure controls and procedures ensure that all information required
to be disclosed by us in the reports that we file or submit under the Exchange Act is: (i) recorded, processed, summarized and reported,
within the time periods specified in the SECs rule and forms; and (ii) accumulated and communicated to our management as appropriate
to allow timely decisions regarding required disclosure. Based on that evaluation, management concluded that our controls were not effective
as of December 31, 2023.
**Managements
Annual Report on Internal Control over Financial Reporting**
Our
management is responsible to establish and maintain adequate internal control over financial reporting. Our Chief Executive Officer and
Chief Financial Officer are responsible to design or supervise a process that provides reasonable assurance regarding the reliability
of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting
principles. The policies and procedures include:
maintenance of records in reasonable detail to accurately and fairly reflect the transactions and dispositions of assets,
reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally
accepted accounting principles, and that receipts and expenditures are being made only in accordance with authorizations of management
and directors, and
reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of assets that could have
a material effect on our financial statements.
Internal
control over financial reporting cannot provide absolute assurance of achieving financial reporting objectives because of its inherent
limitations, including the possibility of human error and circumvention by collusion or overriding of controls. Accordingly, even an
effective internal control system may not prevent or detect material misstatements on a timely basis. Also, projections of any evaluation
of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions or that
the degree of compliance with the policies or procedures may deteriorate.
For
the year ended December 31, 2023, our management has relied on the Committee of Sponsoring Organizations of the Treadway Commission (COSO
- 2013), Internal Control - Integrated Framework, to evaluate the effectiveness of our internal control over financial
reporting. Based upon that framework, management concluded that our internal control over financial reporting had material weaknesses
and was not effective as of December 31, 2021. A material weakness is a deficiency, or combination thereof, in internal control over
financial reporting, such that there is a reasonable possibility that a material misstatement of the Companys annual or interim
financial statements will not be prevented or detected on a timely basis.
The
material weaknesses relate to the limited number of persons responsible for the recording and reporting of financial information, the
lack of separation of financial reporting duties, and the limited size of our management team in general. We are in the process of evaluating
methods of improving our internal control over financial reporting, including the possible addition of financial reporting staff and
the increased separation of financial reporting responsibility, and intend to implement such steps as are necessary and possible to correct
these material weaknesses.
This
annual report does not include an attestation report of the Companys registered public accounting firm regarding internal control
over financial reporting. Managements report was not subject to attestation requirements by the companys registered public
accounting firm pursuant to temporary rules of the Securities and Exchange Commission that permit the company to provide only managements
report in this annual report.
| 35 | |
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**Changes
in Internal Controls over Financial Reporting**
During
the year ended December 31, 2023, there was no significant change in our internal controls over financial reporting or in other factors
that materially affected, or are reasonably likely to materially affect, our internal controls over financial reporting.
**Inherent
Limitations over Internal Controls**
GTIIs
management does not expect that its disclosure controls or its internal control over financial reporting will prevent or detect all error
and all fraud. A control system, no matter how well designed and operated, can provide only reasonable, not absolute, assurance that
the control systems objectives will be met. The design of a control system must reflect the fact that there are resource constraints,
and the benefits of controls must be considered relative to their costs. Further, because of the inherent limitations in all control
systems, no evaluation of controls can provide absolute assurance that misstatements due to error or fraud will not occur or that all
control issues and instances of fraud, if any, within GTII have been detected. These inherent limitations include the realities that
judgments in decision making can be faulty and that breakdowns can occur because of simple error or mistake. Controls can also be circumvented
by the individual acts of some persons, by collusion of two or more people, or management override of the controls. The design of any
system of controls is based in part on certain assumptions about the likelihood of future events, and there can be no assurance that
any design will succeed in achieving its stated goals under all potential future conditions. Projections of any evaluation of controls
effectiveness to future periods are subject to risks. Over time, controls may become inadequate because of changes in conditions or deterioration
in the degree of compliance with policies or procedures.
Our
disclosure controls and procedures are designed to provide reasonable assurance of that our reports will be accurate. Our Chief Executive
Officer and Principal Accounting Officer concludes that our disclosure controls and procedures were not effective at that reasonable
assurance level, as of the end of the period covered by this Form 10-K due to the lack of sufficient segregation of duties and the lack
of appropriate personnel. The Company plans to address these material weaknesses as resources become available by hiring additional professional
staff, such as a Chief Financial Officer, as funding becomes available, outsourcing certain aspects of the recording and reporting functions,
and separating responsibilities. Our future reports shall also indicate that our disclosure controls and procedures are designed for
this reason and shall indicate the related conclusion by the Chief Executive Officer and Principal Accounting Officer as to their effectiveness.
| 36 | |
[Table of Contents](#toc)
****
**PART
III**
**ITEM
10. DIRECTORS, EXECUTIVE OFFICERS, AND CORPORATE GOVERNANCE.**
The
following table sets forth information about our executive officers and directors:
| 
Name | 
| 
Age | 
| 
Position | |
| 
David
Reichman | 
| 
79 | 
| 
Chief
Executive Officer and Chairman of the Board of Directors | |
| 
Kathy
M. Griffin | 
| 
69 | 
| 
President
and Director | |
| 
Frank
Benintendo | 
| 
77 | 
| 
Secretary
and Director | |
| 
Donald
Gilbert | 
| 
87 | 
| 
Director
and Chairman of Audit Committee | |
Directors
serve until the next annual meeting and until their successors are elected and qualified. The directors of our company are elected by
the vote of a majority in interest of the holders of the voting stock of our company and hold office until the expiration of the term
for which he or she was elected and until a successor has been elected and qualified.
A
majority of the authorized number of directors constitutes a quorum of the Board for the transaction of business. The directors must
be present in person or telephonically at the meeting to constitute a quorum. However, any action required or permitted to be taken by
the Board may be taken without a meeting if all members of the Board individually or collectively consent in writing to the action.
Directors
may receive compensation for their services and reimbursement for their expenses as shall be determined from time to time by resolution
of the Board. Our directors currently do not receive monetary compensation for their service on the Board of Directors.
Officers
are appointed to serve until such time as their successors have been duly appointed by the Board of Directors.
The
principal occupations for the past five years (and, in some instances, for prior years) of each of our executive officers and directors,
followed by our key employees, are as follows:
Officers
David
Reichman CEO
Mr.
Reichman has been the CEO of Global Tech Industries Group, Inc. for eighteen years. Prior to that, Mr. Reichman maintained a Business
Management and Tax Law consulting group, and he is licensed by the US Treasury /Internal Revenue Service. In addition, Mr. Reichman was
a Co-General Partner and Tax Matters Partner in Harrison Re-cycling Associates, a company that operated the first recycling equipment
for non-biodegradable Styrofoam and Styrene plastic in North America. Previously, Mr. Reichman had worked for The American Express Company,
where he held several positions, including Manager of Budget and Cost. During his tenure at American Express, he developed, along with
Control Data Corporation, a Flexible Budgeting System for Management Control of International Operations, and the use of Time-Share computer
equipment. Mr. Reichmans education includes an MBA from Northeastern University, through the Harvard Case Study Program, as well
as specialized education in business and scientific theory from The Wharton School of University of Pennsylvania and IBM Systems Scientific
Institute. Mr. Reichman resides in New York City.
Kathy
M. Griffin President
Mrs.
Griffin, President of Global Tech Industries Group, Inc., is also member of the Board of Directors and has been with the Global Tech
Industries Group for eleven years. Prior to that, Mrs. Griffin worked in marketing and sales, new business development and general business
management. She started her career at Superior Brands, Inc., where from December 1977 to December 1990 she held several positions, including
internationals Marketing Manager. She was responsible for the successful start-up and implementation of the first international joint
venture for Superior Brands, Inc. In addition, she managed Koning US, Inc., a consumer products marketing company from 1993 to 2004,
and, from January 2006 to February 2009, was employed as an executive in the New Business Development Group, by Specialized Technology
Resources, Inc., a global provider of supply chain, corporate social responsibility, and consulting services. Mrs. Griffins education
includes a bachelors degree from Boston College University, and a masters degree in Public Administration from the University
of Massachusetts John McCormick Graduate School of Policy and Global Studies.
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Frank
Benintendo - Secretary
Frank
Benintendo, secretary of the company, has been a director since 2004. Mr., Benintendo has spent over 45 years in the graphic arts/marketing
field and was Chief Creative Officer of Popcorn Indiana, Inc., a Goldman Sachs investment portfolio company from 2003 to 2015, which
was sold to Eagle Brands. Today, Mr. Benintendo runs his own creative/marketing consulting firm, FBI Designs, Inc. working in the Consumer
Goods Product area. Mr. Benintendos skills and background were attractive to Global Tech Industries Group, Inc. since it had no
creative/marketing staff. Mr. Benintendos design firm designed the current Global Tech Industries Group logo and worked several
versions of its website, including the current iteration.
Directors
David
Reichman, Chairman of the Board, has been the CEO of Global Tech Industries Group, Inc. for eighteen years. Prior to that, Mr. Reichman
maintained a Business Management and Tax Law consulting group, and he is licensed by the US Treasury /Internal Revenue Service. In addition,
Mr. Reichman was a Co-General Partner and Tax Matters Partner in Harrison Re-cycling Associates, a company that operated the first recycling
equipment for non-biodegradable Styrofoam and Styrene plastic in North America. Previously, Mr. Reichman had worked for The American
Express Company, where he held several positions, including Manager of Budget and Cost. During his tenure at American Express, he developed,
along with Control Data Corporation, a Flexible Budgeting System for Management Control of International Operations, and the use of Time-Share
computer equipment. Mr. Reichmans education includes an MBA from Northeastern University, through the Harvard Case Study Program,
as well as specialized education in business and scientific theory from The Wharton School of University of Pennsylvania and IBM Systems
Scientific Institute. Mr. Reichman resides in New York City.
Kathy
M. Griffin, President of Global Tech Industries Group, Inc., is also member of the Board of Directors and has been with the Global Tech
Industries Group for eleven years. Prior to that, Mrs. Griffin worked in marketing and sales, new business development and general business
management. She started her career at Superior Brands, Inc., where from December 1977 to December 1990 she held several positions, including
internationals Marketing Manager. She was responsible for the successful start-up and implementation of the first international joint
venture for Superior Brands, Inc. In addition, she managed Koning US, Inc., a consumer products marketing company from 1993 to 2004,
and, from January 2006 to February 2009, was employed as an executive in the New Business Development Group, by Specialized Technology
Resources, Inc., a global provider of supply chain, corporate social responsibility, and consulting services. Mrs. Griffins education
includes a bachelors degree from Boston College University, and a masters degree in Public Administration from the University
of Massachusetts John McCormick Graduate School of Policy and Global Studies.
Frank
Benintendo has been a Director and Secretary since 2004. Mr., Benintendo has spent over 45 years in the graphic arts/marketing field
and was Chief Creative Officer of Popcorn Indiana, Inc., a Goldman Sachs investment portfolio company from 2003 to 2015, which was sold
to Eagle Brands. Today, Mr. Benintendo runs his own creative/marketing consulting firm, FBI Designs, Inc. working in the Consumer Goods
Product area. Mr. Benintendos skills and background were attractive to Global Tech Industries Group, Inc. since it had no creative/marketing
staff. Mr. Benintendos design firm designed the current Global Tech Industries Group logo and worked several versions of its website,
including the current iteration.
Don
Gilbert, PhD: has been a director since 2006. Mr. Gilbert has been an Enrolled Agent, licensed to practice before the U.S. Treasury Department
and Department of Taxation in all fifty states. Mr. Gilbert served the US Treasury for 35 years in various legal and tax-related managerial
positions. For the past 17, years, he has worked in the corporate world with executives across the country. Mr. Gilbert has business
connections that have been helpful to Global Tech Industries Group.
**Family
Relationships**
There
are no family relationships among our executive officers and directors.
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**Board
Leadership Structure and Role in Risk Oversight**
Although
we have not adopted a formal policy on whether the Chairman and Chief Executive Officer positions should be separate or combined, we
have determined that it is in the best interests of the Company and its shareholders for these positions to remain combined. However,
the board of directors has created the position of Vice-Chairman to secure the continuity of the chain of command in case one or all
the officers are unable to carry out their responsibilities for a period of time, and to further ensure that responsible management of
the company moves forward unhindered.
Our
Board of Directors focuses on the most significant risks facing our company and our companys general risk management strategy,
and ensure that risks undertaken by our Company are consistent with the Boards appetite for risk. While the Board oversees our
companys risk management, management is responsible for day-to-day risk management processes. We believe this division of responsibilities
is the most effective approach for addressing the risks facing our company and that our Board leadership structure supports this approach.
On
September 29, 2021, all officers and directors signed an acknowledgement of the Companys policy regarding avoidance of insider
trading. This policy seeks to prevent insider trading on material non-public information by any officers and directors.
**Limitation
of Liability and Indemnification of Officers and Directors**
Under
Nevada General Corporation Law and our articles of incorporation, our directors will have no personal liability to us or our stockholders
for monetary damages incurred as the result of the breach or alleged breach by a director of his duty of care. This provision
does not apply to the directors (i) acts or omissions that involve intentional misconduct or a knowing and culpable violation
of law, (ii) acts or omissions that a director believes to be contrary to the best interests of the corporation or our shareholders or
that involve the absence of good faith on the part of the director, (iii) approval of any transaction from which a director derives an
improper personal benefit, (iv) acts or omissions that show a reckless disregard for the directors duty to the corporation or
our shareholders in circumstances in which the director was aware, or should have been aware, in the ordinary course of performing a
directors duties, of a risk of serious injury to the corporation or our shareholders, (v) acts or omissions that constituted an
unexcused pattern of inattention that amounts to an abdication of the directors duty to the corporation or our shareholders, or
(vi) approval of an unlawful dividend, distribution, stock repurchase or redemption. This provision would generally absolve directors
of personal liability for negligence in the performance of duties, including gross negligence.
The
effect of this provision in our articles of incorporation is to eliminate the rights of the Company and our stockholders (through stockholders
derivative suits on behalf of the Company to recover monetary damages against a director for breach of his fiduciary duty of care as
a director (including breaches resulting from negligent or grossly negligent behavior) except in the situations described in clauses
(i) through (vi) above. This provision does not limit nor eliminate the rights of the Company or any stockholder to seek non-monetary
relief such as an injunction or rescission in the event of a breach of a directors duty of care. In addition, our Articles of
Incorporation provide that if Nevada law is amended to authorize the future elimination or limitation of the liability of a director,
then the liability of the directors will be eliminated or limited to the fullest extent permitted by the law, as amended. Nevada General
Corporation Law grants corporations the right to indemnify their directors, officers, employees and agents in accordance with applicable
law. Our bylaws provide for indemnification of such persons to the full extent allowable under applicable law. These provisions will
not alter the liability of the directors under federal securities laws.
We
intend to enter into agreements to indemnify our directors and officers, in addition to the indemnification provided for in our bylaws.
These agreements, among other things, indemnify our directors and officers for certain expenses (including attorneys fees), judgments,
fines, and settlement amounts incurred by any such person in any action or proceeding, including any action by or in the right of the
Company, arising out of such persons services as a director or officer of the Company, any subsidiary of the Company or any other
company or enterprise to which the person provides services at the request of the Company. We believe that these provisions and agreements
are necessary to attract and retain qualified directors and officers.
| 39 | |
[Table of Contents](#toc)
Insofar
as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers or persons controlling the
Company pursuant to the foregoing provisions, the Company has been informed that in the opinion of the Securities and Exchange Commission,
such indemnification is against public policy as expressed in the Securities Act and is therefore unenforceable.
**Involvement
in Certain Legal Proceedings**
To
our knowledge, during the past ten years, none of our directors, executive officers, promoters, control persons, or nominees has been:
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the
subject of any bankruptcy petition filed by or against any business of which such person was a general partner or executive officer
either at the time of the bankruptcy or within two years prior to that time; | |
| 
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| |
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| 
convicted
in a criminal proceeding or is subject to a pending criminal proceeding (excluding traffic violations and other minor offenses); | |
| 
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| |
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| 
subject
to any order, judgment, or decree, not subsequently reversed, suspended or vacated, of any court of competent jurisdiction or any
Federal or State authority, permanently or temporarily enjoining, barring, suspending or otherwise limiting his involvement in any
type of business, securities or banking activities; | |
| 
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| 
found
by a court of competent jurisdiction (in a civil action), the Commission or the Commodity Futures Trading Commission to have violated
a federal or state securities or commodities law. | |
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| |
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| 
the
subject of, or a party to, any Federal or State judicial or administrative order, judgment, decree, or finding, not subsequently
reversed, suspended or vacated, relating to an alleged violation of (a) any Federal or State securities or commodities law or regulation;
(b) any law or regulation respecting financial institutions or insurance companies including, but not limited to, a temporary or
permanent injunction, order of disgorgement or restitution, civil money penalty or temporary or permanent cease-and-desist order,
or removal or prohibition order; or (c) any law or regulation prohibiting mail or wire fraud or fraud in connection with any business
entity; or | |
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| |
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the
subject of, or a party to, any sanction or order, not subsequently reversed, suspended or vacated, of any self-regulatory organization
(as defined in Section 3(a)(26) of the Exchange Act (15 U.S.C. 78c(a)(26))), any registered entity (as defined in Section 1(a)(29)
of the Commodity Exchange Act (7 U.S.C. 1(a)(29))), or any equivalent exchange, association, entity or organization that has disciplinary
authority over its members or persons associated with a member. | |
**Board
Committees**
*Audit
Committee.*Our board of directors has appointed an audit committee. During our fiscal year ended December 31, 2023, our audit committee
is comprised of Donald Gilbert. Mr. Gilbert is the sole member of the Audit Committee. Our audit committee is authorized to:
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appoint,
compensate, and oversee the work of any registered public accounting firm employed by us; | |
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resolve
any disagreements between management and the auditor regarding financial reporting; | |
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pre-approve
all auditing and non-audit services; | |
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| |
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retain
independent counsel, accountants, or others to advise the audit committee or assist in the conduct of an investigation; | |
| 40 | |
[Table of Contents](#toc)
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| 
meet
with our officers, external auditors, or outside counsel, as necessary; and | |
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| |
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| 
oversee
that management has established and maintained processes to assure our compliance with all applicable laws, regulations and corporate
policy. | |
The
audit committee did not hold any meetings during the fiscal year ended December 31, 2021.
*Compensation
Committee.* Our compensation committee is comprised of Kathy Griffin and Frank Benintendo. Our compensation committee is authorized
to:
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discharge
the responsibilities of the board of directors relating to compensation of the directors, executive officers, key employees and service
providers; | |
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| |
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assist
the board of directors in establishing appropriate incentive compensation and equity-based plans and to administer such plans; | |
| 
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| |
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| 
oversee
the annual process of evaluation of the performance of our management; | |
*Nominating
Committee.* The Company does not currently have a nominating committee but may form one in the future. When formed, the nominating
committee will be authorized to:
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| 
assist
the board of directors by identifying qualified candidates for director nominees, and to recommend to the board of directors the
director nominees for the next annual meeting of shareholders; | |
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| |
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lead
the board of directors in its annual review of its performance; | |
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| |
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recommend
to the board director nominees for each committee of the board of directors; and | |
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| |
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develop
and recommend to the board of directors corporate governance guidelines applicable to us. | |
*Executive
Committee,*Our Executive Committee is comprised of David Reichman, Kathy Griffin, Frank Benintendo and Donald Gilbert. Our Executive
committee is authorized to:
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| 
| 
Act
on behalf of the Board of Directors to recommend any action in the execution of its fiduciary responsibility that benefits or appears
to benefit the shareholders and the Companys mission | |
On
August 19, 2021, the board established the Board Compensation Committee, comprised of Kathy Griffin and Frank Benintendo. The purpose
of this committee is to absorb the compensation committees authority to explores compensation for officers and directors. The
committee is authorized to:
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Explore
any means of compensation, when appropriate, including but not limited to capital raise, and/or sale of restricted stock held by
officers and board members | |
**Report
of the Audit Committee**
Our
audit committee has reviewed and discussed our audited financial statements for the fiscal year ended December 31, 2023, with senior
management. The audit committee has also discussed with BFBorgers CPA PC the Companys independent registered public accounting
firm, the matters required to be discussed by the statement on Auditing Standards No. 61, Communication with Audit Committees, and received
the written disclosures and the letter from BFBorgers CPA PC, as required by Independence Standards Board Standard No. 1, Independence
Discussion with Audit Committees. The audit committee has discussed with BFBorgers CPA PC, the independence of BFBorgers CPA PC as our
auditors. Finally, in considering whether the independent auditors provision of non-audit services to us is compatible with the
auditors independence for BFBorgers CPA PC, our audit committee has recommended to the board of directors that our audited financial
statements be included in our Annual Report on Form 10-K for the fiscal year ended December 31, 2023, for filing with the United States
Securities and Exchange Commission. Our audit committee did not submit a formal report regarding its findings.
| 41 | |
[Table of Contents](#toc)
AUDIT
COMMITTEE
Donald
Gilbert
Notwithstanding
anything to the contrary set forth in any of our previous or future filings under the United States Securities Act of 1933, as amended,
or the Securities Exchange Act of 1934, as amended, that might incorporate this report in future filings with the Securities and Exchange
Commission, in whole or in part, the foregoing report shall not be deemed to be incorporated by reference into any such filing.
**Indebtedness
of Executive Officers**
No
executive officer, director or any member of these individuals immediate families or any corporation or organization with whom
any of these individuals is an affiliate is or has been indebted to us since the beginning of our last fiscal year.
**Section
16(a) Beneficial Ownership Reporting Compliance**
Section
16(a) of the Exchange Act requires the Companys directors, executive officers and persons who own more than 10% of the Companys
stock (collectively, Reporting Persons) to file with the SEC initial reports of ownership and changes in ownership of the
Companys common stock. Reporting Persons are required by SEC regulations to furnish the Company with copies of all Section 16(a)
reports they file. To the Companys knowledge, based solely on its review of the copies of such reports received or written representations
from certain Reporting Persons that no other reports were required, the Company believes that during its fiscal year ended December 31,
2022, all Reporting Persons timely complied with all applicable filing requirements.
**ITEM
11. EXECUTIVE COMPENSATION.**
**Compensation
Discussion and Analysis**
The
following Compensation Discussion and Analysis describes the material elements of compensation for our executive officers identified
in the Summary Compensation Table (Named Executive Officers), and executive officers that we may hire in the future. As
more fully described below, our board of directors approves all decisions for the total direct compensation of our executive officers,
including the Named Executive Officers brought forward by the Compensation Committee.
**Compensation
Program Objectives and Rewards**
Our
compensation philosophy is based on the premise of attracting, retaining, and motivating exceptional leaders, setting high goals, working
toward the common objectives of meeting the expectations of customers and stockholders, and rewarding outstanding performance. Following
this philosophy, in determining executive compensation, we consider all relevant factors, such as the competition for talent, our desire
to link pay with performance in the future, the use of equity to align executive interests with those of our stockholders, individual
contributions, teamwork and performance, and each executives total compensation package. We strive to accomplish these objectives
by compensating all executives with total compensation packages consisting of a combination of competitive base salary and incentive
compensation.
| 42 | |
[Table of Contents](#toc)
While
we have only hired two executives since inception because our business has not grown sufficiently to justify additional hires, we expect
to grow and hire in the future. To date, we have not applied a formal compensation program to determine the compensation of the Named
Executives Officers. In the future, as we and our management team expand, our board of directors expects to add independent members,
form a compensation committee comprised of independent directors, and apply the compensation philosophy and policies described in this
section of the Form 10-K.
The
primary purpose of the compensation and benefits described below is to attract, retain, and motivate highly talented individuals when
we do hire, who will engage in the behaviors necessary to enable us to succeed in our mission while upholding our values in a highly
competitive marketplace. Different elements are designed to engender different behaviors, and the actual incentive amounts which may
be awarded to each Named Executive Officer are subject to the annual review of the board of directors. The following is a brief description
of the key elements of our planned executive compensation structure.
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Base
salary and benefits are designed to attract and retain employees over time. | |
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| 
Incentive
compensation awards are designed to focus employees on the business objectives for a particular year. | |
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Equity
incentive awards, such as stock options and non-vested stock, focus executives efforts on the behaviors within the recipients
control that they believe are designed to ensure our long-term success as reflected in increases to our stock prices over a period
of several years, growth in our profitability and other elements. | |
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Severance
and change in control plans are designed to facilitate a companys ability to attract and retain executives as we compete for
talented employees in a marketplace where such protections are commonly offered. We currently have not given separation benefits
to any of our Name Executive Officers. | |
**Benchmarking**
We
have not yet adopted benchmarking but may do so in the future. When making compensation decisions, our board of directors may compare
each element of compensation paid to our Named Executive Officers against a report showing comparable compensation metrics from a group
that includes both publicly-traded and privately-held companies. Our board believes that while such peer group benchmarks are a point
of reference for measurement, they are not necessarily a determining factor in setting executive compensation as each executive officers
compensation relative to the benchmark varies based on scope of responsibility and time in the position. We have not yet formally established
our peer group for this purpose.
**The
Elements of David Reichmans and Kathy Griffins Compensation Programs**
**Base
Salary**
Executive
officer base salaries are based on job responsibilities and individual contribution. The board reviews the base salaries of our
executive officers, including our Named Executive Officers, considering factors such as corporate progress toward achieving
objectives (without reference to any specific performance-related targets) and individual performance experience and expertise.
Additional factors reviewed by the board of directors in determining appropriate base salary levels and raises include subjective
factors related to corporate and individual performance. For the year ended December 31, 2023 and 2022, all executive officer base
salary decisions were approved by the board of directors.
Our
board of directors determines base salaries for the Named Executive Officers at the beginning of each fiscal year, and the board proposes
new base salary amounts, if appropriate, based on its evaluation of individual performance and expected future contributions. We do not
have a 401(k) Plan, but if we adopt one in the future, base salary would be the only element of compensation that would be used in determining
the number of contributions permitted under the 401(k) Plan.
| 43 | |
[Table of Contents](#toc)
**Incentive
Compensation Awards**
The
Named Executives have not been paid bonuses and our board of directors has not yet established a formal compensation policy for the determination
of bonuses. If our revenue grows and bonuses become affordable and justifiable, we expect to use the following parameters in justifying
and quantifying bonuses for our Named Executive Officers and other officers of Global Tech Industries Group, Inc. (1) the growth in our
revenue, (2) the growth in our earnings before interest, taxes, depreciation and amortization, as adjusted (EBITDA), and
(3) our stock price. The board has not adopted specific performance goals and target bonus amounts for any of our fiscal years but may
do so in the future.
**Equity
Incentive Awards**
No
stock option awards have been made to any of our Named Executives or other officers or employees of Global Tech Industries Group, Inc.
under Omnibus Stock and Incentive Plan, which was subsequently cancelled.
**Benefits
and Prerequisites**
At
this stage of our business, we have limited benefits and no prerequisites for our employees. We do not have a 401(k) Plan but do have
a Profit-Sharing Plan Trust specifically earmarked as a retirement plan. This plan is funded by adding an amount as deemed appropriate
by the Board of Directors each year. We may adopt other plans and/or confer other fringe benefits for our executive officers in the future
if our business grows sufficiently to enable us to afford them.
**Separation
and Change in Control Arrangements**
We
have employment agreements with our Named Executive Officers. They are eligible for specific benefits or payments if their employment
or engagement terminates or if there is a change of control.
**Executive
Officer Compensation**
The
following table sets forth the annual compensation for years ended December 31, 2023, and 2022 to our Chief Executive Officer and our
President.
| Name
and Principal Position | 
| 
Year | 
| 
Salary
($) | 
| 
| 
Bonus
($) | 
| 
| 
Stock
Awards ($) | 
| 
| 
Option
Awards ($) | 
| 
| 
Non-Equity
Incentive Plan Compensation ($) | 
| 
| 
Change
in Pension Value and Non-Qualified Deferred Compensation Earnings ($) | 
| 
| 
All
Other Compensation ($) | 
| 
| 
Total
($) | 
| |
| 
David
Reichman Chairman & CEO | 
| 
2023 | 
| 
$ | 
600,000 | 
| 
| 
| 
- | 
| 
| 
| 
- | 
| 
| 
| 
- | 
| 
| 
| 
- | 
| 
| 
| 
- | 
| 
| 
| 
| 
| 
| 
$ | 
600,000 | 
| |
| 
| 
| 
| 
| 
| 
| 
| 
| 
| 
| 
| 
| 
| 
| 
| 
| 
| 
| 
| 
| 
| 
| 
| 
| 
| 
| 
| 
| 
| 
| 
| 
| 
| 
| 
| |
| 
Kathy
M. Griffin President | 
| 
2023 | 
| 
$ | 
200,000 | 
| 
| 
| 
- | 
| 
| 
| 
- | 
| 
| 
| 
- | 
| 
| 
| 
- | 
| 
| 
| 
- | 
| 
| 
| 
| 
| 
| 
$ | 
200,000 | 
| |
| 
| 
| 
| 
| 
| 
| 
| 
| 
| 
| 
| 
| 
| 
| 
| 
| 
| 
| 
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| 
| 
| 
| 
| 
| 
| 
| 
| 
| |
| 
David
Reichman Chairman & CEO | 
| 
2022 | 
| 
$ | 
525,000 | 
| 
| 
| 
- | 
| 
| 
| 
- | 
| 
| 
| 
- | 
| 
| 
| 
- | 
| 
| 
| 
- | 
| 
| 
| 
| 
| 
| 
$ | 
525.000 | 
| |
| 
| 
| 
| 
| 
| 
| 
| 
| 
| 
| 
| 
| 
| 
| 
| 
| 
| 
| 
| 
| 
| 
| 
| 
| 
| 
| 
| 
| 
| 
| 
| 
| 
| 
| 
| |
| 
Kathy
M. Griffin President | 
| 
2022 | 
| 
$ | 
117,500 | 
| 
| 
| 
- | 
| 
| 
| 
- | 
| 
| 
| 
- | 
| 
| 
| 
- | 
| 
| 
| 
- | 
| 
| 
| 
| 
| 
| 
$ | 
117,500 | 
| |
| 44 | |
[Table of Contents](#toc)
**Employment
Agreements**
Commencing
on January 1, 2020, Mr. Reichman has been serving as the Chief Executive Officer of the Company and Chairman of the Board on a full-time
basis. Mr. Reichmans base salary is $600,000 per year. He is entitled to participate in all benefits that the Company has or will
implement, including covering all of Mr. Reichmans health insurance premiums. Mr. Reichman executed the Companys standard
Employment Confidentiality and Inventions Agreement.
Mrs.
Griffin is serving as the President of the Company on a part-time basis. Mrs. Griffins base salary is $200,000 per year full time.
She is entitled to participate in all benefits that the Company has or will implement, including covering all Mrs. Griffins health
insurance premiums. Mrs. Griffin executed the Companys standard Employment Confidentiality and Inventions Agreement
**Option
Exercises and Stock Vested**
N/A
**Director
Compensation**
No
non-employee directors were paid any compensation for their services or reimbursement for their incidental expenses.
**ITEM
12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS**
The
following table sets forth, as of March 31, 2023, the number of and percent of our common stock beneficially owned by:
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each
of our directors; | |
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| |
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| 
each
of our named executive officers; | |
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our
directors and executive officers as a group, and persons or groups known by us to own beneficially 5% or more of our common stock: | |
Unless
otherwise specified, we believe that all persons named in the table have sole voting and investment power with respect to all shares
of common stock beneficially owned by them. The address for our executive officers and directors is the same as our address.
A
person is deemed to be the beneficial owner of securities that can be acquired by him within 60 days of March 21, 2022, upon the exercise
of options, warrants or convertible securities. Each beneficial owners percentage ownership is determined by assuming that options,
warrants or convertible securities that are held by him, but not those held by any other person, and which are exercisable within 60
days of March 21, 2022, have been exercised and converted.
| 
| | 
Common
Stock Beneficially Owned | | |
| 
Name
of Beneficial Owner | | 
Shares | | | 
Percent | | |
| 
David
Reichman | | 
| x | | | 
| x | | |
| 
Kathy
M. Griffin | | 
| x | | | 
| x | | |
| 
Frank
Benintendo | | 
| x | | | 
| x | | |
| 
Donald
Gilbert | | 
| x | | | 
| x | | |
| 45 | |
[Table of Contents](#toc)
****
**ITEM
13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE.**
**Certain
Relationships and Related Transactions**
**Notes
Payable Related Party**
Related party payables and accrued
expenses totaled $809,315 and $1,551,208 on December 31, 2023 and December 31, 2022. These totals are detailed as follows:
Due to related parties advances
consists of cash advances and expenses paid by Mr. Reichman to satisfy the expense needs of the Company. The payables and cash advances
are unsecured, due on demand and do not bear interest. As of December 31, 2023, and December 31, 2022, these amounts totaled $107,525
and $270,649.
The accrued officer wages for the years ended December 31, 2023, and 2022 are $200,000 and $137,000, respectively.
The balance of accrued wages due to the officers on December 31, 2023, and December 31, 2022, are $551,902 and $1,232,500, respectively.
Additionally, there is an expense account due to Mr. Reichman in total of $0 and $48,059 on December 31, 2023, and December 31, 2022.
**Related
Party Loans - Subsidiary**
During
the fourth quarter 2023, the previous shareholders of Gold Transactions International, Inc. (GTI), finalized a stock loan secured by
their 6 million shares of the Company received in the acquisition of the subsidiary by the Company. Pursuant to the Stock Purchase Agreement,
the shareholders were required to use the 6 million shares of the Company to obtain financing, through a stock loan secured by the shares.
The proceeds of the financing was $1,881,000, and was accomplished through a required third party Trust, therefore, the loan agreement
was between the Trust and the Lender, without attachment to the shareholders or GTI. The net funds were then advanced into the JV operations
of GTI. The stock loan bears interest at 2.25%, and the first year interest was withheld from the proceeds of the loan in the amount
of $42,323, is recorded as prepaid interest, and will be amortized over the first year. The loan term is 5 years and is accompanied with
a purchase option agreement. The purchase option agreement gives GTI the option to purchase back the collateralized shares at the end
of the term or choose to retain the funding. There is an automatic default and forfeiture of the shares if the stock price of the Company
drops below $.60 per share. The loan is also a non-recourse loan, therefore if a default occurs, the lender has a right to use the collateral
as security and payment for the loan but does not have the right to collect the loan balance from the borrowers. Subsequent to the funding,
the Companys stock price did close below $.60 and the default clause was executed. Therefore, the 6 million shares were taken
by the lender to cover the loan, and no further payment of principal or interest will be required. The debt to the shareholders in the
amount of $1,881,000 will continue to be in effect, with no further interest payments or accruals required.
**Director
Independence**
We
currently have two independent directors as that term is defined in Rule 4200 of Nasdaqs listing standards.
**ITEM
14. PRINCIPAL ACCOUNTING FEES AND SERVICES.**
**Audit
Fees**
The
aggregate fees billable to us by BFBorgers CPA PC for 2023 was $27,500 and audit fees billable to us by BFBorgers CPA, PC for 2022 was
$25,000, respectively.
**Audit
Related Fees**
N/A
**Tax
Fees**
N/A
**All
Other Fees**
N/A
| 46 | |
[Table of Contents](#toc)
**Pre-Approval
Policies and Procedures of Audit and Non-Audit Services of Independent Registered Public Accounting Firm**
The
audit committees policy is to pre-approve, typically at the beginning of our fiscal year, all audit and non-audit services, other
than de minimis non-audit services, to be provided by an independent registered public accounting firm. These services may include, among
others, audit services, audit-related services, tax services and other services and such services are generally subject to a specific
budget. The independent registered public accounting firm and management are required to periodically report to the full board of directors
regarding the extent of services provided by the independent registered public accounting firm in accordance with this pre-approval,
and the fees for the services performed to date. As part of the boards review, the board will evaluate other known potential engagements
of the independent auditor, including the scope of work proposed to be performed and the proposed fees, and approve or reject each service,
taking into account whether the services are permissible under applicable law and the possible impact of each non-audit service on the
independent auditors independence from management. At audit committee meetings throughout the year, the auditor and management
may present subsequent services for approval. Typically, these would be services such as due diligence for an acquisition, that would
not have been known at the beginning of the year.
The
audit committee has considered the provision of non-audit services provided by our independent registered public accounting firm to be
compatible with maintaining their independence. The audit committee will continue to approve all audit and permissible non-audit services
provided by our independent registered public accounting firm.
As
of the date of this filing, our current policy is to not engage to provide, among other things, bookkeeping services, appraisal or valuation
services, or international audit services. The policy provides that we engage to provide audit, tax compliance, and other assurance services,
such as review of SEC reports or filings.
**PART
IV**
**ITEM
15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES**
The
following documents are filed as part of this 10-K:
1.
Financial Statements
The
following documents are filed in Part II, Item 8 of this annual report on Form 10-K:
| 
| 
[] | 
Consolidated Balance Sheets as of December 31, 2023, and 2022 | 
14 | |
| 
| 
| 
| 
| |
| 
| 
[] | 
Consolidated Statements of Operations for the years ended December 31, 2023, and 2022 | 
15 | |
| 
| 
| 
| 
| |
| 
| 
[] | 
Consolidated Statement of Stockholders Deficit for the years ended December 31, 2023, and 2022 | 
16 | |
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[] | 
Consolidated Statements of Cash Flows for the years ended December 31, 2023, and 2022 | 
17 | |
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[] | 
Notes to Consolidated Financial Statements | 
18 | |
2.
Financial Statement Schedules
None
| 47 | |
[Table of Contents](#toc)
3.
Exhibits
**ITEM
16. EXHIBITS**
| 
3.1 | 
| 
Articles of Incorporation of Global Tech Industries Group, Inc., as amended (1) | |
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3.2 | 
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By-Laws | |
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10.1 | 
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Employment Agreement, dated October 1, 2007, by and between GLOBAL TECH INDUSTRIES GROUP, INC. and David Reichman (3) | |
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10.2 | 
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Employment Agreement, dated April 1, 2009, by and between Tree Top Industries Inc. and Kathy Griffin (4) | |
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10.3 | 
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Bridge Loan Term Sheet, dated January 11, 2010, by and between TTII and GeoGreen Biofuels, Inc. (5) | |
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10.4 | 
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Business and Financial Consulting Agreement, dated February 22, 2010, by and between GLOBAL TECH INDUSTRIES GROUP, INC. and Asia Pacific Capital Corporation (6) | |
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10.5 | 
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Distribution Agreement, by and between GLOBAL TECH INDUSTRIES GROUP, INC. and NetThruster, Inc., dated February 9, 2011(7) | |
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10.6 | 
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Term Agreement by and between GLOBAL TECH INDUSTRIES GROUP, INC. and Sky Corporation, doo, dated April 18, 2011 (8) | |
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10.7 | 
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Term Agreement by and between GLOBAL TECH INDUSTRIES GROUP, INC. and Adesso Biosciences, Ltd, dated October 12, 2011(9) | |
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10.8 | 
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Term Agreement by and between GLOBAL TECH INDUSTRIES GROUP, INC. and Stemcom, LLC d/b/a Pipeline Nutrition, dated March 1, 2012(10) | |
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10.9 | 
| 
Mutual disengagement agreement by and between GLOBAL TECH INDUSTRIES GROUP, INC. and Stemcom, LLC d/b/a Pipeline Nutrition, dated March 23, 2012(11) | |
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10.10 | 
| 
Asset purchase Agreement by and between TTII Oil & Gas, Inc. a subsidiary of GLOBAL TECH INDUSTRIES GROUP, INC. and American Resource Technologies, Inc. (12) | |
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10.11 | 
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Letter of Intent Agreement, dated April 12, 2019, by and between Global Tech Industries Group, Inc., First Capital Master Advisor, LLC and GCA Equity Partners, executed on or before April 12, 2019 (13) | |
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10.12 | 
| 
Termination of a Letter of Intent Agreement, dated December 31, 2019, by and between Global Tech Industries Group, Inc. First Capital Master Advisor, LLC and GCA Equity Partners, executed on or before April 22, 2019(14) | |
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10.13 | 
| 
Security Purchase Agreement, dated November 22, 2020, by and between Global Tech Industries Group, Inc. and Geneva Roth Remark Capital Holdings, Inc. (15) | |
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10.14 | 
| 
Stock Purchase Agreement, dated February28, 2021 by and between Global Tech Industries Group, Inc. and Gold Transactions International, Inc. (16) | |
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10.15 | 
| 
Warrant Agreement, dated March 22, 2021, by and between Global Tech Industries Group, Inc. and Liberty Stock Transfer Company, Inc. (17) | |
| 48 | |
[Table of Contents](#toc)
| 
10.16 | 
| 
Binding Letter Agreement, dated March 23, 2021, by and between Global Tech Industries Group, Inc. and Bronx Family Eye Care, Inc.(18) | |
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10.17 | 
| 
Stock Purchase Agreement, dated March 31, 2021, by and between Global Tech Industries Group, Inc. and Bronx Family Eye Care, Inc.(19) | |
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10.18 | 
| 
Independent Contractor Agent Agreement, dated April 7, 2021, by and between Global Industries Group, Inc. and Mr. Ronald Cavalier (20) | |
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10.19 | 
| 
Binding Letter Agreement, dated April 30, 2021, by and between Global Tech Industries Group, Inc. and MyRetinaDocs, LLC (21) | |
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10.20 | 
| 
Gold Transactions International, Inc. completed its official audit and filed its financial disclosures, as required by Stock Purchase Agreement, dated February 28, 2021, by and between Global Tech Industries Group, Inc. and Gold Transactions International, Inc. (22) | |
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10.21 | 
| 
Binding Letter Agreement expanding business combination, dated May 26, 2021, by and between Global Tech Industries Group, Inc. and MyRetinaDocs, LLC (23) | |
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10.22 | 
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Stock Purchase Agreement by and between Global Tech Industries Group, Inc and Trento Resources and Energy Corp, dated November 9, 2021 (24). | |
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10.23 | 
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Membership Interest Purchase Agreement, dated January 18, 2022, between Ananda Gunawardena and Classroom Salon Holdings LLC (25) | |
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10.24 | 
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Membership Interest Purchase Agreement, dated January 18, 2022, between Carnegie Mellon and Classroom Salon Holdings LLC (26) | |
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10.25 | 
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Membership Interest Purchase Agreement, dated January 18, 2022, between Tommy Wang and Classroom Salon Holdings LLC (27) | |
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10.26 | 
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Assignment of Membership Interest, dated January 18, 2022, Ananda Gunawardena to Classroom Salon Holdings LLC (28) | |
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10.27 | 
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Assignment of Membership Interest, dated January 18, 2022, Carnegie Mellon to Classroom Salon Holdings LLC (29) | |
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10.28 | 
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Assignment of Membership Interest, dated January 18, 2022, Tommy Wang to Classroom Salon Holdings LLC (30) | |
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10.29 | 
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Asset Purchase Agreement, dated April 19, 2022, by and between Global Tech Industries Group, Inc. and Parabolic Tech DMCC (31) | |
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10.30 | 
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Assignment and Assumption Agreement, dated April 19, 2022, by and between Global Tech Industries Group, Inc. and Parabolic Tech DMCC (32) | |
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10.31 | 
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Intellectual Property Assignment, dated April 19, 2022, by and between Global Tech Industries Group, Inc. and Parabolic Tech DMCC (33) | |
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10.32 | 
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Membership Interest Purchase Agreement between Global Tech Industries Group, Inc., AI Commerce Group, LLC and the members of AI Commerce Group LLC dated August 20, 2023 (34) | |
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22.1 | 
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Subsidiaries | |
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31.1 | 
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Section 302 Certification of Chief Executive Officer | |
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31.2 | 
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Section 302 Certification of Chief Financial Officer | |
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32.1 | 
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Section 906 Certification of Chief Executive Officer | |
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32.2 | 
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Section 906 Certification of Chief Financial Officer | |
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| 
101.INS | 
| 
Inline
XBRL Instance Document | |
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101.SCH | 
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Inline
XBRL Taxonomy Extension Schema Document | |
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101.CAL | 
| 
Inline
XBRL Taxonomy Extension Calculation Linkbase Document | |
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101.DEF | 
| 
Inline
XBRL Taxonomy Extension Definition Linkbase Document | |
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101.LAB | 
| 
Inline
XBRL Taxonomy Extension Label Linkbase Document | |
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101.PRE | 
| 
Inline
XBRL Taxonomy Extension Presentation Linkbase Document | |
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| 
104 | 
| 
Cover
Page Interactive Data File (embedded within the Inline XBRL document) | |
| 49 | |
[Table of Contents](#toc)
| 
1) | 
Filed
November 13, 2009, as an exhibit to a Form 10-Q and incorporated herein by reference. | |
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| 
Filed
January 3, 2012, as an exhibit to an 8 K and incorporated herein by reference. | |
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Filed
April 12, 2013, as an exhibit to an 8 K and incorporated herein by reference. | |
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| 
(2) | 
Filed
July 19, 2010, as an exhibit to a Form 10-K/A and incorporated herein by reference. | |
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| 
(3) | 
Filed
November 7, 2007, as an exhibit to a Form 8-K and incorporated herein by reference. | |
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(4) | 
Filed
March 25, 2010, as an exhibit to a Form 8-K and incorporated herein by reference. | |
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(5) | 
Filed
January 19, 2010, as an exhibit to a Form 8-K and incorporated herein by reference. | |
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| 
(6) | 
Filed
July 19, 2010, as an exhibit to a Form 10-Q/A and incorporated herein by reference. | |
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(7) | 
Filed
February 9, 2011, as an exhibit to a Form 8-K and incorporated herein by reference. | |
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(8) | 
Filed
April 19, 2011, as an exhibit to a Form 8 - K and incorporated herein by reference. | |
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(9) | 
Filed
October 18, 2011, as an exhibit to a Form 8 - K and incorporated herein by reference. | |
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(10) | 
Filed
March 6, 2012, as an exhibit to a Form 8 K and incorporated herein by reference. | |
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| 
(11) | 
Filed
March 23, 2012, as an exhibit to a Form 8 K and incorporated herein by reference. | |
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| 
(12) | 
Filed
January 8, 2013, as an exhibit to a Form 8 K and incorporated herein by reference. | |
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| 
(13) | 
Filed
April 12, 2019, as an exhibit to a Form 8 K and incorporated herein by reference. | |
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(14) | 
Filed
December 26, 2019, as an exhibit to a Form 8 -K and incorporated herein by reference | |
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| 
(15) | 
Filed
November 27, 2020, as an exhibit to a Form 8 -K and incorporated herein by reference | |
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| 
(16) | 
Filed
March 1, 2021, as an exhibit to a Form 8 K and incorporated herein by reference | |
| 
(17) | 
Filed
March 23, 2021, as an exhibit to a Form 8 -K and incorporated herein by reference | |
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| 
(18) | 
Filed
March 24, 2021, as an exhibit to a Form 8 K and incorporated herein by reference | |
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(19) | 
Filed
April 6, 2021, as an exhibit to a Form 8 K and incorporated herein by reference | |
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(20) | 
Filed
April 7, 2021, as an exhibit to a Form 8 - K and incorporated herein by reference | |
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(21) | 
Filed
April 30, 2021, as an exhibit to a Form 8 k and incorporated herein by reference | |
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(22) | 
Filed
May 13, 2021, as an exhibit to a Form 8 K and incorporated herein by reference | |
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| 
(23) | 
Filed
June 6, 2021, as an exhibit to a Form 8 K and incorporated herein by reference | |
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(24) | 
Filed
November 16, 2021, as an exhibit to a Form 8-K and incorporated herein by reference | |
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| 
(25) | 
Filed
January 24, 2022, as an exhibit to a Form 8-K and incorporated herein by reference | |
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| 
(26) | 
Filed
January 24, 2022, as an exhibit to a Form 8-K and incorporated herein by reference | |
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(27) | 
Filed
January 24, 2022, as an exhibit to a Form 8-K and incorporated herein by reference | |
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| 
(28) | 
Filed
January 24, 2022, as an exhibit to a Form 8-K and incorporated herein by reference | |
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| 
(29) | 
Filed
January 24, 2022, as an exhibit to a Form 8-K and incorporated herein by reference | |
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| 
(30) | 
Filed
January 24, 2022, as an exhibit to a Form 8-K and incorporated herein by reference | |
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| 
(31) | 
Filed
April 25, 2022, as an exhibit to a Form 8-K and incorporated herein by reference | |
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| 
(32) | 
Filed
April 25, 2022, as an exhibit to a Form 8-K and incorporated herein by reference | |
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| 
(33) | 
Filed
April 25, 2022, as an exhibit to a Form 8-K and incorporated herein by reference | |
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| 
(34) | 
Filed
August 23, 2023, as an exhibit to a Form 8-K and incorporated herein by reference | |
| 
EXHIBIT
NO. | 
| 
DESCRIPTION | |
| 
| 
(a) | 
Exhibits | |
3.
Exhibits
| 50 | |
[Table of Contents](#toc)
**SIGNATURES**
Pursuant
to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this report
to be signed on its behalf by the undersigned, thereunto duly authorized.
| 
| 
GLOBAL
TECH INDUSTRIES GROUP, INC. | |
| 
| 
| |
| 
Dated:
April 16, 2023 | 
By: | 
/s/
David Reichman | |
| 
| 
| 
David
Reichman, | |
| 
| 
| 
Chairman
of the Board, | |
| 
| 
| 
Chief
Executive Officer, | |
| 
| 
| 
Chief
Financial Officer and | |
| 
| 
| 
Principal
Accounting Officer | |
Pursuant
to the requirements of the Securities Exchange Act of 1934, as amended, this report has been signed below by the following persons on
behalf of the registrant and in the capacities and on the dates indicated.
| 
By: | 
/s/
David Reichman | 
| 
Dated:
April 16, 2023 | |
| 
| 
David
Reichman, | 
| 
| |
| 
| 
Chairman
of the Board, | 
| 
| |
| 
| 
Chief
Executive Officer, | 
| 
| |
| 
| 
Chief
Financial Officer and | 
| 
| |
| 
| 
Principal
Accounting Officer | 
| 
| |
| 
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| 
| 
| |
| 
By: | 
/s/
Kathy M. Griffin | 
| 
Dated:
April 16, 2023 | |
| 
| 
Kathy
M. Griffin, | 
| 
| |
| 
| 
Director
and President | 
| 
| |
| 
| 
| 
| 
| |
| 
By: | 
/s/
Donald Gilbert | 
| 
Dated:
April 16, 2023 | |
| 
| 
Donald
Gilbert, | 
| 
| |
| 
| 
Director
& Audit Chair | 
| 
| |
| 51 | |