GTII Global Tech Industries Group Inc (PK)

NOTE 1 – NATURE OF OPERATIONS

The Company sets the stage and develops the assets to stimulate innovation and growth in emerging businesses on a global basis. The company works across various and diverse industry sectors attempting to find potential partners and assisting them in animating their business plans.

On February 28, 2021, the Company signed a binding stock purchase agreement which was closed on May 25, 2022 with GTII acquiring 100% of the stock of Gold Transactions International, Inc. (“GoldTI”) a privately held Utah corporation. GoldTI acquired a license from a private Nevada Corporation which operated, via a joint venture, in the business of buying and selling gold on a global basis through a private network of companies. The license agreement gave GoldTI access to the private network, and an exclusive right to market and promote the gold buy/sell program to expand the buying power of the network. GoldTI, with its network affiliates, purchases gold from artisan miners throughout the world and transports, assays, refines and sells the gold in the Dubai Multi Commodities Centre, (“DMCC”), a free trade zone in Dubai. The Company plans to raise capital for GoldTI and advance those funds into the gold network. This transaction was closed on May 25, 2022. Details about the initial License valuation, goodwill recorded and total identifiable net assets acquired can be found in footnote 5. .

During the first quarter of 2021, the Company entered into binding agreements with a company in the field of eye care, retail eye wear and full scope optometry. The Bronx Family Eye Care, Inc. is a company that provides retail eyewear and medically oriented full scope optometry at four brick and mortar locations. Bronx Family’s licensed optometrists use cutting-edge equipment to provide diagnosis and treatment for diseases of the eye, as well as corrective eyewear. Bronx Family also performs edging of lenses for its customers at their in-house facility, as well as providing services to outside practices. Effective December 30, 2021, Bronx Family Eye Care completed the closing requirements, the agreement was closed and Bronx became a reporting subsidiary of the Company. Subsequently, The Company, Bronx Family Eye Care, Inc. (“BFE”), and its shareholders have concluded that it is in their mutual best interests to unwind the acquisition of BFE by the Company and settle all claims they may have against each other. This transaction was unwound effective January 1, 2022.

During the second quarter of 2021, the Company signed an agreement with Alt5 Sigma to host a trading platform. The Company then launched Beyond Blockchain (a GTII company) on June 18, 2021, an online cryptocurrency trading platform that provides access to Digital Currency and is changing the way customers transact with Digital Assets. Beyond Blockchain is a registered Money Services Business under FINTRAC guidelines and incorporates world class AML and KYC technology. It uses two-factor authentication to secure customers’ assets as well as AI liveness testing to secure the user experience. Beyond Blockchain allows multi-currency clearing and direct settlements in Bitcoin (BTC), Ethereum (ETH), Tether (USDT), Bitcoin Cash (BCH), Litecoin (LTC), Bitcoin SV (BSV), Aave (AAVE), Compound (COMP), Uniswap (UNI), Chainlink (LINK) and Yearn Finance (YFI).

Beginning in April of 2021, the Company has been working towards tokenizing its fine art collection. If this prospectus is approved, the Company would mint 1,000,000,000 tokens of the GFT Token, with 26,000,000 of them being registered herein for distribution. Once minted, each shareholder, as of the to be determined record date, would be entitled to receive one GFT Token for every 10 shares of GTII Common Stock beneficially held in their name.

On November 9, 2021, GTII, and Trento Resources and Energy Corp, (“Trento”) a corporation organized under the laws of the State of Delaware, signed a binding stock purchase agreement (“SPA”) to engage in a merger/business combination, for the best interests of the shareholders of both GTII and Trento, pursuant to which Trento will become a wholly-owned subsidiary of GTII. Pursuant to the SPA, GTII issued 100,000 shares of common stock to Sean Wintraub, with 100,000,000 shares to be issued upon Trento’s successful raising, within six (6) months of funds sufficient to support large-scale mining operations at the Trento Mining Project (the “Trento Project”), located in the third region of Atacama, Chile, Copiapo. In addition, and within six (6) months subsequent to the raising of said funds, if GTII receives independent confirmation of the presence of the geological resources in those amounts contained in the Geological Estimation, the Company will issue Trento that amount of common stock representing industry standard multipliers for the value of that number of geological resources found listed in the Geological Estimation. On December 9, 2021, GTII retained Bertrand-Galindo Barrueto Barroilhet & Cia, (“Bertrand-Galindo”) a firm headquartered in Santiago, Chile to conduct a due diligence review of the Trento’s interests in Inversiones Trento SpA and the related mining concessions, operations, land easements, permits and assets related to the Trento project. Bertrand-Galindo will also provide relevant corporate, legal, regulatory and tax structure guidance as needed.

On December 18, 2021 the Company entered into a membership interest purchase agreement with AT Gekko PR LLC, a Puerto Rico limited liability company (“AT Gekko”), which owned 100% of the issued and outstanding membership interests of Classroom Salon Holdings, LLC, a Delaware limited liability company (“Classroom Salon Holdings”). Also on December 18, 2021 AT Gekko executed an assignment to the Company of its membership interests in Classroom Salon Holdings, which upon completion of the closing requirements would make Classroom Salon Holdings a wholly-owned subsidiary of the Company. The transaction was also subject to certain post-closing conditions as set forth in the membership interest purchase agreement. The conditions include PCAOB audited financial statements for 2020 and 2021, an amended license agreement with Carnegie Mellon University, and the consummation of the acquisition of Classroom Salon, LLC. In December 2021, the Company issued 10,000,000 shares of common stock in anticipation of a closing with Classroom Salon, however, at December 31, 2021, this transaction has not closed and the shares are held in escrow pending further action on Classroom Salon, thus these shares are considered issued but not outstanding.

On January 18, 2022, GTII’s subsidiary, Classroom Salon Holdings, LLC, executed membership interest purchase agreements, as well as assignments of membership interests, resulting in the acquisition of 100% of Classroom Salon, LLC, a Pennsylvania limited liability company. On February 22, 2022, Classroom Salon, LLC, executed an amended and restated license agreement with Carnegie Mellon University. On February 25 2022, Classroom Salon Holdings, LLC completed its requisite two-year, PCAOB audit. and became a wholly owned subsidiary of the Company.

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.

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 Company’s 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 Company’s 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.

CORPORATE HISTORY

The accompanying consolidated financial statements have been prepared assuming that the Company will continue as a going concern. The Company incurred a net loss of $13,593,202 during the fiscal year ended December 31, 2022, and has an accumulated deficit of $247,730,858 at December 31, 2022.

The Company did not generate significant revenues during the years ended December 31, 2022 and 2021, and its cash flows are not sufficient enough to support all expenses of the Company. The Company as yet still requires substantial financing. Most of the financing has been provided by David Reichman, the Chief Executive Officer and Chairman. The Company is dependent upon his ability and willingness to continue to provide the financing necessary to meet reporting and filing requirements of a public company.

However, in order for the Company to remain a going concern, it will need to generate significant cashflow to sustain the needs of the Company, financially, and it may be required to continue to receive funds from equity or debt financing to accomplish this need. There can be no assurance that the Company will continue to receive any proceeds from equity offerings or that the Company will be able to obtain the necessary funds to finance its operations. These conditions raise substantial doubt about its ability to continue as a going concern. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

On March 11, 2020, the World Health Organization declared the outbreak of a coronavirus (COVID-19) a pandemic. As a result, economic uncertainties have arisen which have the potential to negatively impact the Company’s ability to raise funding from the markets. Other financial impact could occur though such potential impact is unknown at this time.

NOTE 2 – SIGNIFICANT ACCOUNTING POLICIES

The accompanying consolidated financial statements include the accounts of the Company and its wholly-owned subsidiaries, Ludicrous, Inc., TTI Strategic Acquisitions and Equity Group, Inc, TTII Oil & Gas, Inc., Global Tech Health, Inc. and G T International, Inc. All subsidiaries of the Company. and TTI Strategic Acquisitions and Equity Group, Inc., currently have no financial activity. All significant inter-company balances and transactions have been eliminated.

The preparation of financial statements in conformity with United States generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities as of the date of the financial statements and the reported amounts of revenues and expenses during the reported period. Actual results could differ from those estimates. These consolidated financial statements have material estimates for valuation of stock and option transactions.

The Company considers all highly liquid investments with an original maturity of three months or less to be cash equivalents. Cash and cash equivalents are maintained with major financial institutions in the U S. Deposits held with these banks at times exceed $250,000 of insurance provided on such deposits. The Company has not experienced any losses in such accounts and believes that it is not exposed to any significant credit risk on cash and cash equivalents. On December 31, 2022 and 2021, no excess existed. There were no cash equivalents on December 31, 2022, and 2021.

Inventories, consist primarily of lenses and frames, are stated at the lower of cost or net realizable value, with cost determined using primarily the first-in-first-out (FIFO) method. The Company purchased substantially all inventories from several key suppliers. As of December 31, 2022 and 2021, the Company’s inventory balance was $0 and $290,710.

Property, plant and equipment are stated at cost. Depreciation is computed using the straight-line method over the estimated useful lives of the related assets, ranging from 3 to 7 years for furniture, fixtures, machinery and equipment. Leasehold improvements are amortized over the lesser of the term of the lease or the economic life of the asset. Routine repairs and maintenance are expensed when incurred.

The Company follows ASC 740, “Income Taxes,”, which discusses recognition and measurement of uncertain tax positions using a “more-likely-than-not” approach, requiring the recognition and measurement of uncertain tax positions. Deferred taxes are provided on a liability method whereby deferred tax assets are recognized for deductible temporary differences and operating loss and tax credit carry forwards and deferred tax liabilities are recognized for taxable temporary differences. Temporary differences are the differences between the reported amounts of assets and liabilities and their tax bases. Deferred tax assets are reduced by a valuation allowance when, in the opinion of management, it is more likely than not that some portion or all the deferred tax assets will to be realized. Deferred tax assets and liabilities are adjusted for the effects of changes in tax laws and rates on the date of enactment.

The Company incurred $24,120 in revenue from its subsidiary Bronx Family Eye Care from December 30, 2021 through December 31, 2021, the period that Bronx’s activity was consolidated with the Company. The Company recognizes revenues in accordance with ASC 606 Revenue from Contracts with Customers. Revenue is recognized as services are rendered or when control of our products is transferred to our customers in an amount that reflects the consideration the Company expects to be entitled to in exchange for those services or products. The Company considers revenue earned when all the following criteria are met: (i) the contract with the customer has been identified, (ii) the performance obligations have been identified, (iii) the transaction price has been determined, (iv) the transaction price has been allocated to the performance obligations, and (v) the performance obligations have been satisfied. Bronx’s performance obligation is completed once the eye exam or other services are complete. The revenue for the eyewear is recorded once the eyewear has been delivered to the patient. All services and products sold are recorded as revenue at the pre-determined and agreed upon price, and once the services are performed and the products have been delivered. Service fees and the delivery of eyewear products may happen at different times and stages of our contracts with our customers. Revenues are recorded at the completion of each stage of Bronx’s deliverables.

Accounts Receivable – In the normal course of business, the Company extends credit to its patients on a short-term basis. Although the credit risk associated with these patients is minimal, the Company routinely reviews its accounts receivable balances and makes provisions for doubtful accounts. The Company ages its receivables by date of invoice. Management reviews bad debt annually. When an account is deemed uncollectible, the Company charges off the receivable against the bad debt reserve. A considerable amount of judgment is required in assessing the realization of these receivables including the current creditworthiness of each patient and related aging of the past-due balances, including any billing disputes.

The allowance for doubtful accounts is based on the best information available to the Company and is re-evaluated and adjusted as additional information is received. The Company evaluates the allowance based on historical write-off experience, the size of the individual patient balances and past-due amounts. As of December 31, 2022 and 2021 , the Company had an allowance for bad debt of $0 and $0, respectively. During the years ended December 31, 2022 and 2021, the Company had bad debt expense of $0 and $0, respectively.

The Company accounts for stock-based compensation in accordance with the provisions of ASC 718, “Compensation – Stock Compensation.” ASC 718 requires all share-based payments to employees, including grants of employee stock options, to be recognized in the financial statements based on the grant-date fair value of the award. That cost will be recognized over the period during which an employee is required to provide service in exchange for the reward- known as the requisite service period. No compensation cost is recognized for equity instruments for which employees do not render the requisite service. The grant-date fair value of employee share options and similar instruments are estimated using the Black Scholes option-pricing model adjusted for the unique characteristics of those instruments.

Equity instruments issued to non-employees are recorded at their fair values as determined in accordance with ASC 718 as amended by ASU 2018-07. As such, the grant date is the measurement date of an award’s fair value.

The Company follows ASC 805, “Business Combinations,” and ASC 350, “Intangibles – Goodwill and Other”. ASC 805 requires the use of the purchase method of accounting for any business combinations, and further clarifies the criteria to recognize intangible assets separately from goodwill. Under ASC 350, goodwill and indefinite−life intangible assets are reviewed for impairment annually.

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.

Pursuant to the SPA, 100% of the GTI shares were exchanged for 6,000,000 shares of the Company’s common stock (acquisition date fair value was $10,018,085). GTI has met its performance obligations and 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.

Recognized amounts of identifiable assets acquired and liabilities assumed:

In a transaction that was reversed on January 1, 2022 at the values recorded on the acquisition date December 27, 2021, the Company recorded Goodwill in connection with its acquisition of Bronx Family Eyecare. The acquisition occurred through a Stock Purchase Agreement, wherein, the Company issued 2,650,000 shares of common stock, valued at $4,346,000. Good will was calculated based on the value of the share issuance, less the assets acquired plus the liabilities assumed as follows:

The following assets and liabilities were acquired from Bronx on December 30, 2021:

Management has evaluated the valuation of goodwill at December 31, 2021, and determined that there is no impairment to the valuation attributed to the Bronx acquisition.

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 Company’s 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 Company’s 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.  

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:

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, 2022 and 2021.

Marketable securities are reported at the quoted and listed market rates of the securities held at the year end.

The following table presents the Company’s Marketable securities within the fair value hierarchy utilized to measure fair value on a recurring basis as of December 31, 2022 and 2021:

The Company calculates earnings (loss) per share in accordance with ASC 260, “Earnings Per Share.” Basic earnings (loss) per share is computed by dividing net income (loss) by the weighted-average number of shares of common stock outstanding during the period. Diluted earnings (loss) per share gives effect to dilutive convertible securities, options, warrants and other potential common stock outstanding during the period; only in periods in which such effect is dilutive. For 2022 and 2021, there were 4,500,664 stock options outstanding, respectively, however their effects were anti-dilutive. There were 23,361,723 and 23,361,723 warrants outstanding for the years ended 2022 and 2021, respectively, however their effects were anti-dilutive.

The Company has implemented all new accounting pronouncements that are in effect. These pronouncements did not have any material impact on the financial statements unless otherwise disclosed, and the Company does not believe that there are any other new accounting pronouncements that have been issued that might have a material impact on its financial position or results of operations.

In February 2016, the FASB issued ASU No. 2016-02 Leases (Topic 842) intended to improve financial reporting for leasing transactions. The ASU requires organizations that lease assets – referred to as “lessees”- to recognize on the balance sheet the assets and liabilities for the rights and obligations created by those leases. With the acquisition of Bronx, the Company acquired various operating leases for eyecare locations, (see note 8). There were, however, no capital leases with respective liabilities to record on the balance sheet.

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

The Company generated zero revenues in 2022 and its revenue during 2021 was from various retail sales from a transaction that was unwound January 1, 2022.

As of December 31, 2022 and 2021 there are no related party notes payable.

Mr. Reichman, our CEO, has rendered services to the Company and his wages have been accrued in accounts payable and accrued expenses -related parties at the period ended December 31, 2022, totaling $1,025,000 and $500,000 on December 31, 2021. Additionally accrued expenses owed at the end of December 31, 2022 was $48,059 and $12,059 on December 31, 2021.

Mrs. Griffin, our President, has rendered services to the Company and her wages have been accrued in accounts payable and accrued expenses-related parties at the period ended December 31, 2022, totaling $207,500 and $90,000 on December 31, 2021.

Due to officers consists of cash advances and expenses paid by Mr. Reichman in order to satisfy the expense needs of the Company. During 2022 Mr. Reichman advanced the Company $350,000 and was repaid $198,179. During 2021 Mr. Reichman advanced $252,929 to the Company to cover operating expenses and was repaid $362,441. On December 31, 2022, and 2021, the amounts Due to Officers and Directors for cash advances and expenses are $257,261 and $0, respectively.

NOTE 4 – FIXED ASSETS

Depreciation expense for the years ended December 31, 2022, and 2021 was $1,697 and $3,000, respectively. On December 31, 2021, assets of $110,990 were removed with the unwinding of the Bronx Eye Care Acquisition. 

Fixed assets consist of the following:

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:

Pursuant to the SPA, 100% of the GTI shares were exchanged for 6,000,000 shares of the Company’s common stock (acquisition date fair value was $10,018,085). GTI has met its performance obligations and 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.

Recognized amounts of identifiable assets acquired and liabilities assumed:

DIGITAL TRADING PLATFORM LICENSE

On May 1, 2021, the Company entered an agreement with Alt 5 Sigma, Inc. (“Alt 5”), wherein Alt 5 licensed their Alt5Pro Digital Asset Platform to the Company and created “Beyond Blockchain”, a digital asset trading platform to be used by the Company and its shareholders and the public for trading digital assets. The Company paid $5,000 for the license and also pays a monthly hosting fee to Alt 5, which is expensed as incurred. The term of the license is for 12 months with an automatic renewal for an additional 12 months. This asset was sold in the second quarter of 2022 for $25,000 and the company recorded a gain of $22,292. Amortization expensed through the date of sale was $2,708, respectively.

The Table below summarizes the Company’s licenses as of December 30, 2022 and December 31, 2021:

NOTE 6 – FINE ART

On April 7, 2021, the Company executed a Contractor Agreement with Ronald Cavalier, an artist with galleries in Greenwich, CT, New York City, Nantucket Island and Palm Beach, FL. Pursuant to this agreement, Mr. Cavalier has assisted the Company in acquiring 2 pieces of art for eventual digitization as a Non Fungible Token (NFT). On April 23, 2021, the Company purchased an original Picasso: “Quatre Femmes Nues Et Tete Sculptee”, which was executed in 1934 on Montval laid paper and published by A. Vollard, Paris in 1939. The Company paid $35,940 for this piece of fine art.

On June 4, 2021, the Company purchased another piece of fine art, an Andy Warhol gelatin silver print of Bianca Jagger on a white horse taken by Warhol at the famed Studio 54 (the “Warhol Print”) for $31,905. The Company intends to digitalize both pieces of fine art and issue an NFT to shareholders as a dividend, therefore, the fine art has been characterized as an other asset-not purchased for re-sale, but rather to be held for the long term. Both pieces of Fine Art were sold in December of 2022 For a gain of $4,447.

NOTE 7 - NOTES PAYABLE

(a) NOTES PAYABLE IN DEFAULT:

Notes payable in default consist of various notes bearing interest at rates from 5% to 9%, which are unsecured with original due dates between August 2000 and December 2016. All the notes are unpaid to date and are in default and are thus classified as current liabilities. On December 31, 2022, and 2021, notes payable in default amounted to $871,082 and $871,082, respectively. Accrued interest on the notes in default on December 31, 2022 and 2021 are $416,375 and $381,019, respectively. Below is a discussion of the details to the notes payable in default and a table summarizing the notes in default with additional information.

During 2002, the Company settled a trade payable in litigation by executing a note payable to a Company in the amount of $18,000, interest accrues at 6% per annum, unsecured, due September 1, 2002, and in default. Accrued interest on December 31, 2022, and 2021 is $23,040 and $21,960, respectively.

Also, during 2002, in settlement of another trade payable, the Company executed a note payable to a Company in the amount of $30,000, interest accrues at 6% per annum, unsecured, due September 12, 2002, in default. Accrued interest on December 31, 2022, and 2021 is $35,899 and $34,099, respectively.

During 2000, the Company executed a note payable to an individual in the amount of $25,000, interest accrues at 5% per annum, unsecured, due August 31, 2000, in default. Accrued interest on December 31, 2022, and 2021 is $29,595 and $28,343, respectively.

In 2002, the Company settled an obligation with a consultant by executing a note payable for $40,000, interest accrues at 7% per annum, unsecured, due July 10, 2002, in default. Accrued interest on December 31, 2022, and 2021 is $57,887 and $55,087, respectively.

On December 27, 2009, the Company executed a note payable to an individual for various advances to the Company in the amount of $292,860. On June 26, 2013, this note was renegotiated to include the accrued interest. The new note balance is $388,376 and interest accrues at 5% per annum, unsecured, and is extended to October 5, 2019, with monthly installments beginning in 2014 of $5,553, which did not occur. This note is in default. Accrued interest on December 31, 2022, and 2021 is $174,749 and $165,329, respectively.

On January 27, 2010, the Company executed a note payable to a corporation in the amount of $192,000, bears no interest and is due on demand after 6 months of execution and is unsecured. No demand has been made at the date of these financial statements, but the note is in default. Interest expense in the amount of $13,440 has been imputed for this note in 2022 and 2021, with an offsetting entry to Paid in Capital.

On August 28, 2012, and September 17, 2012, the Company executed a note payable to a corporation in the amount of $12,000 and $20,000, respectively. On June 26, 2013, this note was renegotiated to include the accrued interest. The new note balance is $32,960 and interest accrues at 5% per annum, unsecured, and is extended to October 5, 2018, with monthly installments beginning in 2014 of $473, which did not occur, and is unsecured and in default. Accrued interest on December 31, 2022, and 2021 is $14,031 and $14,031, respectively.

On April 12, 2012, the Company executed a note payable to a corporation in the amount of $100,000, however on June 26, 2013, this note was renegotiated to bear interest at 5% per annum, unsecured, extended to October 5, 2018, with monthly installments beginning in 2014 of $1,430, which did not occur, and this note is in default. Accrued interest on December 31, 2022, and 2021 is $42,568 and $42,568, respectively.

On December 31, 2012, the Company executed a note payable to a corporation in the amount of $32,000, however on June 26, 2013, this note was renegotiated to include accrued interest. The new note balance is $32,746, bears interest at 5% per annum, unsecured, extended to October 5, 2018, with monthly installments beginning in 2014 of $468, which did not occur, and this note is in default. Accrued interest on December 31, 2022, and 2021 is $13,936 and $13,936, respectively.

On March 11, 2014, the Company executed a note agreement with an LLC in the amount of $5,000, interest accrues at 6% per annum, unsecured, due after 8 months of execution, extended to October 5, 2018, and is in default. Accrued interest on December 31, 2022, and 2021 is $2,342 and $2,342, respectively.

On January 31, 2014, the Company executed a note agreement with a corporation in the amount of $7,000, interest accrues at 6% per annum, unsecured, due after 8 months of execution, but extended to October 5, 2018, and is in default. Accrued interest on December 31, 2022, and 2021 is $3,324 and $3,324, respectively.

None of the above notes are convertible or have any covenants.

(b) Additional detail to all Notes Payable in Default is as follows:

(c) NOTES PAYABLE

Notes payable consist of four notes bearing interest at rates from 3.75% to 6%, which are unsecured with due dates between July and December 2022. As of December 31, 2022, and 2021, notes payable amounted to $1,072,000 and $80,0000, respectively. Accrued interest on the notes at December 31, 2022, and 2021 are $5,088 and $399, respectively. Below is a discussion of the details to the notes payable and a table summarizing the notes with additional information.

On July 20, 2021, the Company received cash from an individual in the amount of $100,000 as a loan bearing interest at 6%, with a term of 12 months of the date received. At December 31, 2022 and 2021, accrued interest on this note totals $2,684 and $0, respectively.

On August 6, 2021, the Company received cash from an individual in the amount of $100,000 as a loan bearing interest at 6%, with a term of 12 months of the date received. At December 31, 2022 and 2021, accrued interest on this note totals $2,404 and $0, respectively.

On December 31, 2021, the Company executed a note with an individual who had advanced funds throughout the year to assist management in their cashflow needs. The total amount received at December 31, 2022 was $722,000. The note bears interest at 6%, with a term of 12 months from December 31, 2021. Interest will begin to accrue on January 1, 2022, therefore, there was no accrued interest on this note at December 31, 2021.

Future maturities of notes payable are as follows:

SCHEDULE OF FUTURE MATURITIES OF NOTES PAYABLE 

Year Ending December 31,

At December 31, 2022, and 2021, accrued interest on all outstanding notes payable and notes payable in default were $416,774 and $387,982, respectively. Interest expense on the outstanding notes amounted to $107,769 and $63,615 for the years ended December 31, 2022, and 2021, including the imputed interest discussed above.

(d) CONVERTIBLE DEBENTURE:

On November 27, 2020, the Company executed a convertible debenture with a corporation in the amount of $74,800, interest accrues at 10% per annum, unsecured, due on November 27, 2021. The debenture includes a conversion right to be exercised at any time 180 days after execution of the note and is convertible into common stock of the Company at 75% of the market price, being calculated as the lowest three trading prices during the fifteen-trading day period prior to conversion. The Debenture also required the Company to reserve 5 times the expected conversion share amount at the transfer agent, to insure there are sufficient shares available upon conversion.

The convertible debenture also contains a OID or original issue discount of $6,800, which was deducted from the proceeds, thus advancing $68,000 to the Company. Because the Company prepaid the debenture, the OID was completely expensed in the 2020 year.

On February 26, 2021, the Company prepaid the Convertible Debenture and all accrued penalties pursuant to the agreement, along with the accrued interest. Accrued interest and penalties on December 31, 2020, was $12,045, and the Convertible Debenture balance was $74,800.

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 Company’s common stock (“the Shares”), 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 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 Bruk and $100.000 to Kirzhner and they in turn donated xx,xxx and xx,xxx 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

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:

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, 2022, and 2021.

The components of income tax expense are as follows:

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 $19,621,258 and $17,452,897 as of December 31, 2022, and 2021, respectively, which may be offset against future taxable income. No tax benefit has been reported in the financial statements.

A reconciliation of the beginning and ending amount of unrecognized tax benefits is as follows:

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, 2022, and 2021, 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, 2022, 2021, 2020, 2019, 2018 and 2017.

NOTE 9 – STOCKHOLDERS’ DEFICIT

The Board of Directors have authorized 750,000,000 shares of common stock to be issued at a par value of $0.001. As of December 31, 2022 and 2021, 262,251,320 and 255,790,585 shares of common stock are issued and outstanding, respectively.

The Board of Directors authorized 50,000 shares of “blank check” preferred stock. The terms, rights and features of the preferred stock will be determined by the Board of Directors upon issuance. Subject to the provisions of the Company’s certificate of amendment to the articles of incorporation and the limitations prescribed by law, the Board of Directors would be expressly authorized, at its discretion, to adopt resolutions to issue shares, to fix the number of shares and to change the number of shares constituting any series and to provide for or change the voting powers, designations, preferences and relative, participating, optional or other special rights, qualifications, limitations or restrictions thereof, including dividend rights (including whether the dividends are cumulative), dividend rates, terms of redemption (including sinking fund provisions), redemption prices, conversion rights and liquidation preferences of the shares constituting any series of the preferred stock, in each case without any further action or vote by the stockholders. The Board of Directors would be required to make any determination to issue shares of preferred stock based on its judgment as to the best interests of the Company.

During 2016, Board of Directors authorized the issuance of 1,000 shares of Series A Preferred Stock to David Reichman, the Company’s CEO. Mr. Reichman has advance significant capital and expended significant time to the Company without compensation. As an effort to give Mr. Reichman security for his advances, the 1,000 shares of preferred were issued. The Series A Preferred Shares have the following features attached:

On January 2, 2021, the Board of Directors authorized the issuance of 1,500,000 shares for services valued at $148,500, the market price of the shares upon authorization.

On March 15, 2021, the Board of Directors authorized the issuance of 3,000,000 shares for IR services valued at $322,500, the market price of the shares upon grant.

On April 1, 2021, the Board of Directors authorized the issuance of 2,650,000 shares for the acquisition of Bronx Family Eye Care, Inc. The Acquisition was valued at $4,346,000, the market price of the shares upon closing.

On April 7, 2021, the Board of Directors authorized the issuance of 50,000 shares for services valued at $97,500, the market price of the shares upon authorization.

On June 30, 2021, the Board of Directors authorized the issuance of 116,995 shares for services valued at $168,473, the market price of the shares upon authorization.

On June 7, 2021, Management renegotiated the contract service agreements with three professionals wherein the 250,000 shares received by each on January 2, 2021, would be earned and recorded each quarter with the number of shares earned based on the average moving stock price for the last 10 days of each quarter. The modification of the original agreement resulted in the total 750,000 shares being valued at $1,312,500 which was the fair value on June 7, 2021. The 250,000 shares issued to each consult were then considered unvested at the beginning of the year. The expense would be recorded each quarter and the shares would be determined to be vested and earned each quarter.

On August 11, 2021, the Board of Directors authorized the issuance of 125,000 shares for legal services valued at $237,500, the market price of the shares upon authorization.

On September 29, 2021, the Board of Directors authorized the issuance of 1,282,140 shares for medical advisory, charitable and other services valued at $1,730,889, the market price of the shares upon authorization.

On November 1, 2021, the Board of Directors authorized the issuance of 82,573 shares of common stock for services valued at $85,920, the market price of the shares upon authorization.

On November 1, 2021, 3,080 warrants were exercised with cash of $8,471 for the issuance of 3,080 shares of common stock.

On December 31, 2021, the Board of Directors authorized the issuance of 282,121 shares of common stock for services valued at $437,180, the market price of the shares upon authorization.

On December 31, 2021, the Board of Directors authorized a total of 100,671 additional shares of common stock to be issued to three consultants as determined by the average moving stock price for the last 10 days of the quarter per their service agreement. The 100,671 shares of common stock had a fair value of $151,007.

On December 31, 2021, the Board of Directors authorized the issuance of 100,000 shares of common stock for cash of $100,000 pursuant to a private placement memorandum.

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.

On September 24, 2007, the Board of Directors authorized the creation of the 2007 Omnibus Stock and Incentive Plan (the “2007 Plan”). The 2007 Plan was approved by the stockholders on November 28, 2007. An aggregate of 60,000 shares of common stock is reserved for issuance and available for awards under the 2007 Plan.

Awards under the 2007 Plan may include non-qualified stock options, incentive stock options, stock appreciation rights (“SARs”), restricted shares of common stock, restricted units and performance awards. For a complete description of the Plan, see Global Tech’s Form 8-K filed with the SEC on November 7, 2007.

Effective January 1, 2009, the Company organized the Tree Top Industries Profit-Sharing Plan Trust, to manage the Company’s Employee Stock Option Profit-Sharing Plan (“the Plan”). On November 13, 2018, the Trust name was changed to Global Tech Industries Group Profit Sharing Plan Trust. At the direction of the Board of Directors, the Company annually issues share to the Trust for the future benefit of the employees of the Company. The plan allows the Board of Directors to issue shares to the Trust annually to be allocated to the participants.

The Plan was organized consistent with the requirements of Section 401(a) of the Internal Revenue Code of 1986; however, the Plan has not been administered as a qualified retirement plan, and therefore, the shares issued to the ESOP have not been deducted for federal tax purposes. The employee group is a Top-Heavy group of Key Employees, however, the plan will also cover all employees that are eligible. Eligibility occurs for each employee that is employed on the anniversary date of the Plan. Participation shall cease upon the termination of the employee services, on account of death, disability, retirement or the separation from the employer. Each year the Employer shall contribute either cash or stock of the Corporation, an amount to the Plan as shall be determined by the Board of Directors. The contributions vest as follows:

Retirement and death benefits commence at the termination of Service. Benefits may be paid in Cash, Stock or through a Qualified Join and Survivor Annuity.

Pursuant to ASC 718, the Company’s ESOP Plan is a non-leveraged plan, and therefore compensation expense is recorded at the fair value of the shares issued at the grant date. The Company has never issued dividends to its shareholders, and therefore no dividends have been issued to the ESOP plan. The ESOP shares are considered issued and outstanding for the earnings per share computation. Compensation expense of $0 and $150,000 has been recorded during 2020 or 2019, respectively, for the ESOP shares issued. There have been 23,500,000 and 23,500,000 share allocated to the participants of the Plan, as of December 31, 2021, and 2020, respectively and none of the shares have been committed for release. There are no shares in suspense as of December 31, 2021, and 2020, respectively. The fair value of the ESOP shares being held by the Trust as of December 31, 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 2022 or 2021 years.

Stock option transactions are as follows:

On March 22, 2021, GTII entered into a warrant agreement with Liberty Stock Transfer Agent (“Liberty”), whereby Liberty agreed to act as GTII’s warrant agent in its offering of warrants to GTII’s shareholders (each, a “Warrant”). All shareholders of record on April 1, 2021, were issued 0.10 of a Warrant per share of Common Stock held of record by such holder. This agreement created 23,364,803 warrants to the shareholders of the Company as a dividend valued at $57,689,800, and recorded as a decrease in retained earnings with the offsetting entry to paid in capital. The Warrants were issued on April 8, 2021. Each full Warrant shall be exercisable into one share of GTII’s common stock at an exercise price of $2.75. The Warrants shall expire on April 8, 2023. Manhattan Transfer Registrar Co. shall act as co-agent with Liberty. On July 27, 2021, the Company filed an Amended Registration Statement to register the warrants to be free trading when exercised.