GLOBAL TECH INDUSTRIES GROUP, INC. - Quarter Report: 2023 September (Form 10-Q)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-Q

(Mark One)

☒ QUARTERLY REPORT UNDER SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934

For Quarterly Period Ended

September 30, 2023

or

☐ TRANSITION REPORT UNDER SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934

For the Transition period from _______________ to ______________

Commission File Number: 000-10210

GLOBAL TECH INDUSTRIES GROUP, INC.

(Exact name of registrant as specified in its charter)

511 Sixth Avenue, Suite 800

New York, NY 10011

(Address of principal executive offices) (Zip Code)

(212) 204 7926

Registrant’s telephone number, including area code

(Former name, former address and former fiscal year, if changed since last report)

Securities registered pursuant to Section 12(b) of the Act: None

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act ☐

Indicate by check mark whether the Registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).

Indicate the number of shares outstanding of each of the issuer’s classes of common stock as of the latest practicable date.

As of November 13, 2023, there were 368,045,125 shares of common stock outstanding.

TABLE OF CONTENTS

PART I. FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS

GLOBAL TECH INDUSTRIES GROUP, INC.

Consolidated Balance Sheets

(Unaudited)

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

GLOBAL TECH INDUSTRIES GROUP, INC.

Condensed Consolidated Statements of Operations

(Unaudited)

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

GLOBAL TECH INDUSTRIES GROUP, INC.

Condensed Consolidated Statements of Stockholders’ Equity (Deficit)

For the Nine Months Ended September 30, 2023, and 2022 (Unaudited)

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

GLOBAL TECH INDUSTRIES GROUP, INC.

Condensed Consolidated Statements of Cash Flows

(unaudited)

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

GLOBAL TECH INDUSTRIES GROUP, INC.

Notes to the Unaudited Condensed Consolidated Financial Statements

NOTE 1 - CONDENSED FINANCIAL STATEMENTS

A) CONSOLIDATION

The accompanying consolidated financial statements have been prepared by Global Tech Industries Group, Inc. (“the Company”) without audit. In the opinion of management, all adjustments (which include only normal recurring adjustments) necessary to present fairly the financial position as of September 30, 2023, and the results of operations and cash flows for the three, six, and nine months then ended, have been made.

The accompanying unaudited condensed consolidated financial statements of the Company have been prepared in accordance with the rules and regulations of the Securities and Exchange Commission (the “SEC”), including the instructions to Form 10-Q and Regulation S-X. Certain information and note disclosures normally included in financial statements prepared in accordance with generally accepted accounting principles in the United States of America (“U.S. GAAP”), have been condensed or omitted from these statements pursuant to such rules and regulations and, accordingly, they do not include all the information and notes necessary for comprehensive financial statements and should be read in conjunction with our audited consolidated financial statements included in our Annual Report on Form 10-K for the year ended December 31, 2022. The results of operations for the period ended September 30, 2023, are not necessarily indicative of the operating results for what will be the full year ended December 31, 2022.

The accompanying consolidated financial statements include the accounts of the Company and its wholly owned subsidiaries as disclosed in Note 2 below. All significant inter-company balances and transactions have been eliminated.

B) GOING CONCERN

The Company’s consolidated financial statements are prepared using 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 Company’s ability to continue as a going concern.

In order to continue as a going concern, the Company will need, among other things, additional capital resources. Management’s plan is to obtain such resources for the Company by obtaining capital from management and significant shareholders sufficient to meet its operating expenses and seeking equity and/or debt financing. 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.

GLOBAL TECH INDUSTRIES GROUP, INC.

Notes to the Unaudited Condensed Consolidated Financial Statements

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 MANAGEMENT’S ESTIMATES

The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities as of the date of the financial statements and the reported amounts of revenues and expenses during the reported period. Actual results could differ from those estimates.

C) CASH EQUIVALENTS

The Company considers all highly liquid investments with an original maturity of three months or less to be cash equivalents. Cash and cash equivalents are maintained with major financial institutions in the U S. Deposits held with these banks at times exceed $250,000 of insurance provided on such deposits. The Company has not experienced any losses in such accounts and believes that it is not exposed to any significant credit risk on cash and cash equivalents. On September 30, 2023 and December 31, 2022, $2,849,595 and $3,320,164 excess cash balances existed, respectively.

D) INCOME TAXES

The Company applies ASC 740 which requires the asset and liability method of accounting for income taxes. The asset and liability method require that the current or deferred tax consequences of all events recognized in the financial statements are measured by applying the provisions of enacted tax laws to determine the amount of taxes payable or refundable currently or in future years. Deferred tax assets are reviewed for recoverability and the Company records a valuation allowance to reduce its deferred tax assets when it is more likely than not that all or some portion of the deferred tax assets will not be recovered.

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

GLOBAL TECH INDUSTRIES GROUP, INC.

Notes to the Unaudited Condensed Consolidated Financial Statements

E) 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 customer’s unpaid invoices and cease recognizing revenue for continued services provided until cash is received.

F) STOCK-BASED COMPENSATION

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

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

G) FAIR VALUE OF FINANCIAL INSTRUMENTS

The Company follows ASC 820, “Fair Value Measurements,” which 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 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 September 30, 2023, and December 31, 2022.

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

GLOBAL TECH INDUSTRIES GROUP, INC.

Notes to the Unaudited Condensed Consolidated Financial Statements

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 September 30, 2023 and December 31, 2022:

 SCHEDULE OF FAIR VALUE ASSETS AND LIABILITIES MEASURED ON RECURRING BASIS 

H) BASIC AND DILUTED LOSS PER SHARE

The Company calculates earnings per share in accordance with ASC 260, “Earnings Per Share.” Basic loss per share is computed by dividing net income (loss) by the weighted-average number of shares of common stock outstanding during the period. Diluted earnings (loss) per share gives effect to dilutive convertible securities, options, warrants and other potential common stock outstanding during the period; only in periods in which such effect is dilutive and there were no potentially dilutive securities to consider in the fully diluted earnings per share calculation.

 SCHEDULE OF BASIC AND DILUTED PER SHARE 

For the nine ended September 30, 2023, and 2022, and there were no potentially dilutive securities to consider in the fully diluted earnings per share calculation.

I) RECENT ACCOUNTING PRONOUNCEMENTS

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

J) MARKTABLE 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.

K) LONG LIVED ASSETS

The Company evaluates its long-lived assets in accordance with FASB ASC 350, “Intangibles-Goodwill and Other,” and FASB ASC 360, “Property, Plant, and Equipment.” Long-lived assets held and used by the Company are reviewed for impairment whenever events or changes in circumstances indicate that their net book value may not be recoverable. When such factors and circumstances exist, the Company compares the projected undiscounted future cash flows associated with the related asset or group of assets over their estimated useful lives against their respective carrying amounts. Impairment, if any, is based on the excess of the carrying amount over the fair value of those assets and is recorded in the period in which the determination was made.

GLOBAL TECH INDUSTRIES GROUP, INC.

Notes to the Unaudited Condensed Consolidated Financial Statements

NOTE 3 - MARKETABLE SECURITIES

The Company has acquired various shares of Marketable Securities. During the nine months ended September 30, 2023, the Company recorded a loss of $(9,000) which consisted of unrealized gains (losses) by marking to market, the value of the shares held. For the nine months ended September 30, 2022, the Company recorded an unrealized loss of $(105,000). The Company does not hold any equity securities that do not have readily available fair values, therefore no impairment analysis or other methods to determine value are used.

NOTE 4 – FIXED ASSETS

Depreciation expense for the nine months ended September 30, 2023, and 2022 was $803 and $1,428, respectively.

Fixed assets consist of the following:

  SCHEDULE OF FIXED ASSETS

NOTE 5 – LICENSES –

GOLD TRANSACTIONS NETWORK LICENSE

On February 28, 2021, pursuant to a Stock Purchase Agreement (the “SPA”) between the Company and Gold Transactions International, Inc. (GTI), the Company purchased 100% of the stock of GTI and assumed its sole asset a License Agreement held by GTI. The exclusive license (“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). 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 as per table below 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:

 SCHEDULE OF RECOGNIZED IDENTIFIED ASSETS ACQUIRED AND LIABILITIES ASSUMED  

GLOBAL TECH INDUSTRIES GROUP, INC.

Notes to the Unaudited Condensed Consolidated Financial Statements

NOTE 6 - RELATED PARTY TRANSACTIONS

Accrued Payables and Accrued Expenses – Related Parties

Related party payables and accrued expenses totaled $1,997,151 and $1,551,208 on September 30, 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 September 30, 2023, and December 31, 2022, these amounts totaled $58,204 and $270,649.

The accrued officer wages for the three months ended September 30, 2023, and 2022 are $200,000 and $137,000, respectively. The balance of accrued wages due to the officers on September 30, 2023, and December 31, 2022, are $1,832,500 and $1,232,500, respectively. Additionally, there is an expense account due to Mr. Reichman in total of $93,059 and $48,059 on September 30, 2023, and December 31, 2022.

GLOBAL TECH INDUSTRIES GROUP, INC.

Notes to the Unaudited Condensed Consolidated Financial Statements

NOTE 7 - NOTES PAYABLE

(c) 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. On September 30, 2023, accrued interest on this note totaled $2,521 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. On September 30, 2023, accrued interest on this note totaled $1,478, 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. On September 30, 2023, accrued interest on this note totaled $900, respectively.

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 2023 and delayed the quarterly installments. As of September 30, 2023, the balance on this loan was $4,968,177.

The Company has debt obligations on the note as follows:

 SCHEDULE OF FUTURE MATURITIES OF NOTES PAYABLE 

NOTE 8 - STOCKHOLDERS’ EQUITY (DEFICIT)

ISSUANCES OF COMMON STOCK

During the nine months ended September 30, 2023, the Company issued 89,468,526 shares of common stock with a fair market value of $80,749,448 for services rendered. Directors were issued 37,060,714 shares with a total value of $55,195,071 to related parties. A total of 9,630,951 shares issued for services performed during the period including legal, IR services, IT and consulting services valued at $8,124,377. Medical advisory and service related to a 501c charitable organization received 11,750,000 shares valued at $17,430,000. All non director services performed were from outside, unrelated third parties. The Company issued 31,026,861 shares of common stock as a stock dividend on April 29,2023.

During the nine months ended September 30, 2022, the Company issued 2,588,014 shares of common stock with a fair market value of $2,786,981. The services performed during the quarter were, legal, IR services, IT and consulting services for art procurement, medical advisory and service related to a 501c charitable organization. All services performed were from outside, unrelated third parties.

GLOBAL TECH INDUSTRIES GROUP, INC.

Notes to the Unaudited Condensed Consolidated Financial Statements

NOTE 9 – LEGAL ACTIONS

On December 30, 2016, the Company executed a stock purchase agreement (the “HK SPA”), 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 HK SPA 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. Global Tech and GoFun litigated the matter in the U.S District Court for the Southern District of New York, Docket No.17-CV-03727 . On October 2, 2019, the Company was able to secure, via preliminary settlement, the return of 43,649,491 shares of the Company’s stock out of the original 50,649,491 that were issued in good faith to GoFun in anticipation of a final stock exchange. That stock was returned to the Company’s treasury and cancelled. On May 14, 2021, the Superior Court of New Jersey, Chancery Division: Monmouth County (docket no. PAS-MON-C-60-21) issued an order restraining the removal of restrictive legends on the remaining 7,000,000 shares of stock. Subsequently, the Company and GoFun mutually agreed to resolve the matter and as of the date of this filing, the matter has been resolved among all the parties. .

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. As of December 31, 2021, David Wells had not filed an answer to the Company’s complaint. On November 11, 2021, David Wells filed an action against GTII in the United States District Court for the District of Nevada,(Case 2:21-cv-02040) claiming a violation of the duty to register transfer of shares. As of December 31, 2021, the parties were engaged in briefing jurisdictional motions. As of the date of this filing, the David Wells matter has been primarily resolved, with a few minor issues still open between the parties. It is anticipated that the open issues, which are primarily administrative, will be closed within the few weeks.

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. 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 28, 2023, the board authorized management to issue 227,284 shares of the Company’s common stock, restricted by Rule 144, to International Monetary in keeping with the previously signed settlement agreement.

NOTE 10 – SUBSEQUENT EVENTS

On October 29, 2023 the Company lifted the restriction from the 10% stock dividend shares that were issued to shareholders of record on April 15, 2023 through a blanket legal opinion filed with Liberty Stock Transfer Co., Inc.

As of November 13,2023, the acquisition shares for the AI Commerce shares acquisition have been issued and are currently being held in escrow.

ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

Cautionary Statements

This Form 10-Q may contain “forward-looking statements,” as that term is used in federal securities laws, about Global Tech’s consolidated financial condition, results of operations and business. These statements include, among others:

General Business

Global Tech Industries Group, Inc. (“Global Tech”, “GTII”, “we”. “our”, “us”, “the Company”, “management”) is a Nevada corporation which has been operating under several different names since 1980.

The Company was incorporated in 1980 under the laws of the State of Nevada under the name of Western Exploration, Inc. Western Exploration, Inc., a Nevada corporation, was formed on July 24, 1980. In 1990, Western Exploration, Inc. changed its name to Nugget Exploration, Inc. On November 10, 1999, a wholly-owned subsidiary of Nugget Exploration, Inc., Nugget Holdings Corporation merged with and into GoHealthMD, Inc., a Delaware corporation. Shortly thereafter, Nugget Exploration, Inc. changed its name to GoHealthMD, Inc. a Nevada corporation. On August 18, 2004, GoHealthMD, Inc., the Nevada Corporation, changed its name to Tree Top Industries, Inc. On July 7, 2016, Tree Top Industries, Inc. changed its name to Global Tech Industries Group, Inc. TTI Strategic Acquisitions and Equity Group, Inc., G T International, Inc., Classroom Salon Holdings, LLC , and Gold Transactions International, Inc. continue to exist as subsidiaries of the Company. Not all subsidiaries are active.

On March 17, 2021, the Company’s Board of Directors approved the distribution of Warrants to holders of its common stock to purchase additional shares of stock. On March 22, 2021, Global Tech Industries Group, Inc., (“GTII”) a Nevada corporation, entered into a warrant agreement with Liberty Stock Transfer Agent (“Liberty”), whereby Liberty agreed to act as GTII’s warrant agent in its distribution of warrants to the Company’s shareholders (each, a “Warrant”). All shareholders of record on April 1, 2021, were issued 0.10 of a Warrant per share of Common Stock held of record by such holder; however, no fractional Warrants were issued. The Warrants were issued on or about April 8, 2021. On August 27, 2021, the SEC deemed effective the Company’s registration statement on Form S-1, registering the shares of common stock underlying the warrants. Each full Warrant was exercisable into one share of GTII’s common stock at an exercise price of $2.75. The Warrants expired on April 8, 2023. Manhattan Transfer Registrar Co. acted as co-agent with Liberty. The Warrants did not have a cashless exercise provision.

On June 28, 2021, the Company increased its authorized shares of common stock to 550,000,000.

On May 26, 2022, the Company increased its authorized shares of common stock to 750,000,000.

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 January 12, 2023, the Company signed a second extension letter to the Stock Purchase Agreement, signed with Wildfire Media Corp, (“Wildfire”) on September 14, 2022, extending the deadline to March 31, 2023.

On January 30, 2023, the Company signed an extension to the LOI, signed with CREATD on January 9, 2023, extending the deadline to March 7, 2023.

On February 23, 2023, the Company and CREATD agreed to disengage from the LOI, ahead of the March 7, 2023 deadline.

On March 30, 2023, the Company signed a third extension letter to the Stock Purchase Agreement, signed with Wildfire on September 14, 2022, extending the deadline to May 15, 2023.

On May 2, 2023, the Company approved Liberty Stock Transfer, Inc. The Company’s transfer agent to begin the stock dividend distribution, which was previously approved by the board, for all shareholders as of April 15, 2023.

On May 4, 2023, the Company received a letter from Wildfire stating that it no longer wanted to move forward with the agreement and the two Companies agreed to mutually part ways.

On June 2, 2023, the Company retained Sichenzia Ross to assist the Company in updating and completing its current reporting requirements, as well as on other corporate matters.

On June 9, 2023, the Company signed a Memorandum of Understanding, (“MOU”) with AI Commerce Holdings, LLC, to negotiate for the purpose of acquiring AI Commerce Group, LLC.

On August 20, 2023, the Company signed a Membership Interest Purchase Agreement, (“MIPA”) with AI Commerce Holdings, LLC (“AI Holdings”) to purchase AI Commerce Group, LLC., (“AI”). The closing is scheduled to take place after the completion of a two-year PCAOB audit, at which time, AI will become a wholly-owned subsidiary of the Company. The aggregate consideration payable by the Company under the MIPA will be an amount in cash equal to Twenty Million (20,000,000) shares of common stock (the “Acquisition Shares”) of the Company, which AI shall cause the Company and its transfer agent to deliver into escrow at the closing.

Employees

As of September 30, 2023, the Company employs two individuals in executive positions.

RESULTS OF OPERATIONS

Results of Operations for the Three Months Ended September 30, 2023, Compared to Three Months Ended September 30, 2022:

There were no revenues generated during the three months ended September 30, 2023, or 2022. Our operating expenses increased from $1,478,519 in 2022 to $2,083,073 in 2023. The increase was primarily the result of an increase in professional services including investor relations, IT, legal, accounting and consulting and directors fees. The Company issued $1,768,473 in stock during the third quarter 2023 as compared to $1,197,798 for the same quarter of 2022. Our interest expense decreased to $1,500 for the three months ended September 30, 2023, from $12,109 for the three months ended September 30, 2022. We also had unrealized loss from our marketable securities of $(1,000) for the three months ended September 30, 2023, compared to a loss of $(42,000) for the three months a year earlier.

Our net loss decreased by $1,842,477 from $(1,807,628) in the third quarter 2022 to an income of $34,489 in the first quarter 2023. The primary reason for this increase was the write off of $2,092,272 that is no longer payable. We expect that our losses will continue until we are able to establish a consistent revenue source and finalize our projected acquisitions.

Results of Operations for the Nine Months Ended September 30, 2023, Compared to Nine Months Ended September 30, 2022:

There were no revenues generated during the nine months ended September 30, 2023, or 2022. Our operating expenses increased from $3,602,547 in 2022 to $82,114,855 in 2023. The increase was primarily the result of an increase in professional services including investor relations, IT, legal, accounting and consulting and directors fees. The Company issued $80,749,448 in stock during the nine months of 2023 as compared to $2,788,896 for the same period of 2022. Our interest expense decreased to $29,514 for the nine months ended September 30, 2023, from $82,925 for the nine months ended September 30, 2022. We also had unrealized loss from our marketable securities of $(9,000) for the nine months ended September 30, 2023, compared to a loss of $(105,000) for the nine months a year earlier.

Our net loss increased by $75,997,566 from $(4,013,531) in the first three quarters 2022 to a loss of ($80,011,097) in the first three quarters of 2023. The primary reason for this increase was the increase in stock for services issued. We expect that our losses will continue until we are able to establish a consistent revenue source and finalize our projected acquisitions.

LIQUIDITY AND CAPITAL RESOURCES

On September 30, 2023, we had cash on hand of $2,849,595 compared to $3,320,164 on December 31, 2022. Cash used by our operations was $875,570 during the nine months ended September 30, 2023, compared to cash used of $203,641 during the nine months ended a year earlier. Cash provided by related parties totaled $355,000 and during the nine months ended September 30, 2023. Total cash used for operations during the nine months ended September 30, 2023, was $470,569. We anticipate that we will have a negative cash flow from our operations for 2023. We will attempt to raise capital through the sale of our common stock or through debt financing,

Any remedy to our current lack of liquidity must take into account all the foregoing liabilities. Global Tech intends to expand and develop its new acquisition operating activities to generate significant cashflow to allow it to pay its current obligations and settle its remaining obligations. Capital raise plans are under consideration but it cannot be assured that they will materialize in the current economic environment. Currently, Global Tech is without adequate financing or liquid assets. Global Tech’s financial condition, short term liquid assets less short term liabilities would leave the company with $50,467 in assets, not enough to fund ongoing operations and could cause Global Tech to default on other obligations as recorded under our liabilities.

Going Concern Qualification

The Company has incurred significant losses from operations, and such losses are expected to continue. The Company’s auditors have included a “Going Concern Qualification” in their report for the year ended December 31, 2022. In addition, the Company has limited working capital. The foregoing raises substantial doubt about the Company’s ability to continue as a going concern. Management’s plans include seeking additional capital and/or debt financing. There is no guarantee that additional capital and/or debt financing will be available when and to the extent required, or that if available, it will be on terms acceptable to the Company. The financial statements do not include any adjustments that might result from the outcome of this uncertainty. The “Going Concern Qualification” may make it substantially more difficult to raise capital.

Off-Balance Sheet Arrangements

We have no off-balance sheet arrangements.

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

Not Applicable.

ITEM 4. CONTROLS AND PROCEDURES

Evaluation of Disclosure Controls and Procedures

Disclosure controls and procedures are controls and other procedures that are designed to ensure that information we are required to disclose is recorded, processed, summarized and reported, within the time periods specified in the rules and forms of the Commission. David Reichman, our Chief Executive Officer and our Principal Accounting Officer, is responsible for establishing and maintaining our disclosure controls and procedures.

Under the supervision and with the participation of our management, including the Chief Executive Officer and Chief Financial Officer, we have evaluated the effectiveness of our disclosure controls and procedures (as defined in Rule 13a-15(e) and Rule 15d-15(e) of the Exchange Act) as of the end of the period covered by this report. The disclosure controls and procedures ensure that all information required to be disclosed by us in the reports that we file or submit under the Exchange Act is: (i) recorded, processed, summarized and reported, within the time periods specified in the SEC’s rule and forms; and (ii) accumulated and communicated to our management as appropriate to allow timely decisions regarding required disclosure. Based on that evaluation, management concluded that our controls were not effective as of September 30, 2023.

Changes in Internal Controls over Financial Reporting

There were no changes in our internal control over financial reporting that occurred during the nine months ended September 30, 2023, that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

PART II OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

On 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. As of December 31, 2021, David Wells had not filed an answer to the Company’s complaint. On November 11, 2021, David Wells filed an action against GTII in the United States District Court for the District of Nevada,(Case 2:21-cv-02040) claiming a violation of the duty to register transfer of shares. As of December 31, 2021, the parties were engaged in briefing jurisdictional motions. As of the date of this filing, the David Wells matter has been primarily resolved, with a few minor issues still open between the parties. It is anticipated that the open issues, which are primarily administrative, will be closed within the few weeks.

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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. 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 28, 2023, the board authorized management to issue 227,284 shares of the Company’s common stock, restricted by Rule 144, to International Monetary in keeping with the previously signed settlement agreement.

ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

There were shares of common stock issued for legal, marketing, and other professional services rendered by the Company to consultants in the aggregate amount of 89,468,526 shares during the nine months ended September 30, 2023, with a value of $80,749,448. Additionally, 37,210,714 shares were issued to related parties with a fair market value of $61,958,821.

ITEM 3. NONE

ITEM 4. OTHER INFORMATION

Not Applicable

ITEM 5. EXHIBITS

3. Exhibits

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.