GLOBAL TECH INDUSTRIES GROUP, INC 10-K for FY2021
GLOBAL TECH INDUSTRIES GROUP, INC. (GTII)
About this 10-K
GLOBAL TECH INDUSTRIES GROUP, INC filed this 10-K on April 15, 2022, covering the fiscal year ended December 31, 2021 (FY2021).
Headline figures
Fiscal year ended December 31, 2021, as reported in this filing, compared with the same period a year earlier where the filing states it.
- Revenue
- $24.12K
- up 183.8% from $8500 a year earlier
- Net loss
- $6.06M
- compared with a net loss of $2.78M a year earlier
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For
the fiscal year ended
Commission
file number
| (State or other jurisdiction of | (I.R.S. Employer | |
| incorporation or organization) | Identification No.) |
| (Address of principal executive offices) | (Zip Code) |
Registrant’s telephone number, including
area code:
Securities Registered Pursuant to Section 12(b) of the Act: None
Securities Registered Pursuant to Section 12(g) of the Act:
(Title of class)
Indicate
by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ☐
Indicate
by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes ☐
Indicate
by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange
Act of 1934 during the past 12 months (or for such shorter period that the registrant was required to file such reports) and (2) has
been subject to such filing requirements for the past 90 days.
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 the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
| Large Accelerated filer | ☐ | Accelerated filer | ☐ |
| ☒ | Smaller reporting company | ||
| Emerging growth company |
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Indicate
by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness
of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered
public accounting firm that prepared or issued its audit report.
Indicate
by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐
The
aggregate market value of voting stock held by non-affiliates of the registrant was approximately $
There were shares outstanding of the registrant’s common stock as of March 21, 2022.
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PART I
ITEM 1. BUSINESS
General Business
Global Tech Industries Group, Inc. (“Global Tech”, “GTII”, “we”. “our”, “us”, “the Company”, “management”) is a Nevada corporation which has been operating under several different names since 1980.
Western Exploration, Inc., a Nevada corporation, was formed on July 24, 1980. In 1990, Western Exploration, Inc. changed its name to Nugget Exploration, Inc. On November 10, 1999, a wholly owned subsidiary of Nugget Exploration, Inc., Nugget Holdings Corporation, merged with and into GoHealthMD, Inc., a Delaware corporation. Shortly thereafter, Nugget Exploration, Inc. changed its name to GoHealthMD, Inc., a Nevada corporation.
On August 18, 2004, GoHealthMD, Inc., the Nevada Corporation, changed its name to Tree Top Industries, Inc. On July 7, 2017, Tree Top Industries, Inc. changed its name to Global Tech Industries Group, Inc. TTII Strategic Acquisitions & Equity Group, Inc., a Delaware corporation, G T International Group, Inc. a Wyoming corporation and Global Tech Health, Inc. a Nevada corporation, all were formed by GTII in the anticipation of technologies, products, or services being acquired. Not all subsidiaries have current operations.
On February 28, 2021, the Company signed a binding stock purchase agreement with Gold Transactions International, Inc. (“GTI”) a privately held Utah corporation. GTI acquired a license from a private Nevada Corporation which operated, via a joint venture, in the business of buying and selling gold on a global basis through a private network of companies. The license agreement gave GTI access to the private network, and an exclusive right to market and promote the gold buy/sell program to expand the buying power of the network. GTI and its network affiliates, purchases gold from artisan miners throughout the world and transports, assays, refines and sells the gold in the Dubai Multi Commodities Centre, (“DMCC”), a free trade zone in Dubai. The Company plans to raise capital for GTI and advance those funds into the gold network. Although 6,000,000 shares have been issued for this agreement, they are being held in escrow awaiting final performance criteria to be met and are therefore issued but not outstanding. All extension agreements for this acquisition have expired, but neither party has initiated a termination of the agreement.
During the first quarter of 2021, the Company entered into binding agreements with a company in the field of eye care, retail eye wear and full scope optometry. The Bronx Family Eye Care, Inc. is a company that provides retail eyewear and medically oriented full scope optometry at four brick and mortar locations. Bronx Family’s licensed optometrists use cutting-edge equipment to provide diagnosis and treatment for diseases of the eye, as well as corrective eyewear. Bronx Family also performs edging of lenses for its customers at their in-house facility, as well as providing services to outside practices. Effective December 27, 2021, Bronx Family Eye Care completed the closing requirements, the agreement was closed and Bronx became a reporting subsidiary of the Company. Bronx Family Eye Care, Inc. (“Bronx”) was incorporated in the State of New York on June 30, 2016.
During the 2nd quarter 2021, the Company entered into a binding agreement with My Retina. My Retina is a SaaS (Software as a Service) software and practice management company that fills an important need for their client-companies to satisfy diagnostic medical care measures in an in- home/house-call setting. My Retina licenses, leases, and operates its proprietary telemedicine software, as well as medical equipment, which together expedite diagnostic medical eye exam data to its corporate clients. Eyecare and Eyewear, Inc. is a diagnostic medical eye exam company that provides on-demand services of at-home eye exams to patients, as well as bulk exams conducted at medical offices, and virtual exams conducted through telemedicine software. On December 18, 2021, the Company terminated the agreement for non-performance of the closing requirements.
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During the second quarter of 2021, the Company signed an agreement with Alt5 Sigma to host a trading platform. The Company then launched Beyond Blockchain (a GTII company) on June 18, 2021, an online cryptocurrency trading platform that provides access to Digital Currency and is changing the way customers transact with Digital Assets. Beyond Blockchain is a registered Money Services Business under FINTRAC guidelines and incorporates world class AML and KYC technology. The KYC (know your customer) and AML (anti money laundering) technologies utilize software to identify users through the use of photo identification and pinpoint their transactions to enhance transparency and reduce the possibility of fraud. They uses twofactor authentication to secure customers’ assets as well as AI liveness testing to secure the user experience. Beyond Blockchain allows multi-currency clearing and direct settlements in Bitcoin (BTC), Ethereum (ETH), Tether (USDT), Bitcoin Cash (BCH), Litecoin (LTC), Bitcoin SV (BSV), Aave (AAVE), Compound (COMP), Uniswap (UNI), Chainlink (LINK) and Yearn Finance (YFI).
Beginning in April of 2021, the Company has been working towards tokenizing its fine art collection. If our prospectus is approved, the Company would mint 1,000,000,000 tokens of the GFT Token, with 26,000,000 of them being registered for distribution. Once minted, each shareholder, as of the to be determined record date, would be entitled to receive one GFT Token for every 10 shares of GTII Common Stock beneficially held in their name.
On August 23, 2021, GTII and We SuperGreen Energy Corp (“WSGE”) signed a binding letter agreement to engage in a merger/business combination, for the best interests of the shareholders of both GTII and WSGE, pursuant to which WSGE will become a wholly-owned subsidiary of GTII. The shareholders of WSGE (the “WSGE Shareholders”) will become the majority shareholders of GTII, owning that amount of newly-issued common stock of GTII (the “GTII Common Stock”) to be mutually-agreed upon by the parties and memorialized in a stock purchase agreement, subject to the terms and conditions set forth in the agreement. The completion of an audit of the financial statements of WSGE since its inception, inclusive of the starting balance sheet as of its inception date (the “Audited Financial Statements”), by an auditor that is subject to the public company accounting oversight board (“PCAOB”), and acceptable to GTII is a condition to be met before the closing of the transaction can occur. In January, 2022, GTII terminated the agreement for non-performance of the closing requirements.
On November 9, 2021, GTII, and Trento Resources and Energy Corp, (“Trento”) a corporation organized under the laws of the State of Delaware, signed a binding stock purchase agreement (“SPA”) to engage in a merger/business combination, for the best interests of the shareholders of both GTII and Trento, pursuant to which Trento will become a wholly-owned subsidiary of GTII. Pursuant to the SPA, GTII issued 100,000 shares of common stock to Sean Wintraub, with 100,000,000 shares to be issued upon Trento’s successful raising, within six (6) months of funds sufficient to support large-scale mining operations at the Trento Mining Project (the “Trento Project”), located in the third region of Atacama, Chile, Copiapo. In addition, and within six (6) months subsequent to the raising of said funds, if GTII receives independent confirmation of the presence of the geological resources in those amounts contained in the Geological Estimation, the Company will issue Trento that amount of common stock representing industry standard multipliers for the value of that number of geological resources found listed in the Geological Estimation. On December 9, 2021, GTII retained Bertrand-Galindo Barrueto Barroilhet & Cia, (“Bertrand-Galindo”) a firm headquartered in Santiago, Chile to conduct a due diligence review of the Trento’s interests in Inversiones Trento SpA and the related mining concessions, operations, land easements, permits and assets related to the Trento project. Bertrand-Galindo will also provide relevant corporate, legal, regulatory and tax structure guidance as needed.
On December 18, 2021 the Company entered into a membership interest purchase agreement with AT Gekko PR LLC, a Puerto Rico limited liability company (“AT Gekko”), which owned 100% of the issued and outstanding membership interests of Classroom Salon Holdings, LLC, a Delaware limited liability company (“Classroom Salon Holdings”). Also on December 18, 2021 AT Gekko executed an assignment to the Company of its membership interests in Classroom Salon Holdings, which upon completion of the closing conditions, would make Classroom Salon Holdings a wholly-owned subsidiary of the Company. The transaction was also subject to certain post-closing conditions as set forth in the membership interest purchase agreement. The conditions include PCAOB audited financial statements for 2020 and 2021, an amended license agreement with Carnegie Mellon University, and the consummation of the acquisition of Classroom Salon, LLC.
Organizational History
The Company was incorporated in 1980 under the laws of the State of Nevada under the name of Western Exploration, Inc. Western Exploration, Inc., a Nevada corporation, was formed on July 24, 1980. In 1990, Western Exploration, Inc. changed its name to Nugget Exploration, Inc. On November 10, 1999, a wholly-owned subsidiary of Nugget Exploration, Inc., Nugget Holdings Corporation merged with and into GoHealthMD, Inc., a Delaware corporation. Shortly thereafter, Nugget Exploration, Inc. changed its name to GoHealthMD, Inc. a Nevada corporation.
On August 18, 2004, GoHealthMD, Inc., the Nevada Corporation, changed its name to Tree Top Industries, Inc. On July 7, 2016, Tree Top Industries, Inc. changed its name to Global Tech Industries Group, Inc. GoHealthMD, Inc. continues to exist as a Delaware corporation and wholly-owned subsidiary of Global Tech Industries Group, Inc. NetThruster, Inc. MLN, Inc., BioEnergy Applied Technologies, Inc. (“BAT”), Eye Care Centers International, Inc., GoHealthMD Nano Pharmaceuticals, Inc., TTI Strategic Acquisitions and Equity Group, Inc. and TTII Oil & Gas, Inc, all were formed by Global Tech in the anticipation of technologies, products or services being acquired. G T International, Inc. is a wholly owned subsidiary of Global Tech Industries Group, Inc., existing as a Wyoming corporation. Not all subsidiaries are currently active.
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On December 31, 2012, Global Tech and its new subsidiary, TTII Oil & Gas, Inc., a Delaware corporation, signed a binding asset purchase agreement with American Resource Technologies, Inc. (“ARUR”), a Kansas corporation, to acquire all the assets of ARUR for a purchase price of $513,538, which was paid in the form of 4,668,530 shares of Global Tech’s common stock as described in the asset purchase agreement. The shares were valued at $0.11 per share, based on the closing trading price of the common stock on the Closing Date. The assets purchased from ARUR include a 75% working interest in oil and gas leases in Kansas, as well as other oil field assets, a natural gas pipeline, currently shut down that is also located in Kansas, 25% interest in three other business entities operating in Kansas, and accounts receivables from two companies operating in Brazil in the amounts of $3,600,000 and $3,600,000 respectively. TTII Oil & Gas, Inc. also purchased three promissory notes in the amounts of $100,000, $100,000 and $350,000, as well an overdue contract for revenue in the amount of $1,000,000. Finally, a gun sight patent was also acquired from Century Technologies, Inc. All accounts and notes receivable were deemed uncollectable due to the age and circumstances, and therefore were assessed no value in the asset purchase. The equity ownerships were also deemed to be impaired due to the inactive nature of the entities and were not allocated any value. The gun sight patent was also not readily assessable as to value and no purchase price was allocated to this asset. Also, due to the mechanic’s lien and lawsuit on the oil leases, as well as the absence of an official reserve report, the oil lease was also impaired, and no value was recorded for this asset. In September 2015, the Chautauqua County Court decided that American Resource Technologies Inc. management and Board of Directors improperly acted and rendered the original Agreement a nullity. During 2019, the Company removed additional obligations related to the ARUR acquisition and settled legal fees due. During the 2nd quarter 2020, the Company was successful in recalling the 4,668,530 shares and cancelling them from the shareholders list.
On December 30, 2016, Global Tech Industries Group, Inc., a Nevada corporation, executed a stock purchase agreement (the “Agreement”), which was signed and closed in Hong Kong, with GoFun Group, Ltd. through its wholly owned subsidiary Go F & B Holdings, Ltd. GoFun Group, Ltd. is a privately held company running a casual dining restaurant business, based in Hong Kong. After the agreement being signed, GoFun Group failed to substantially perform under the agreement, including, but not limited to providing audited financials of its assets, making the ongoing payments called for in the agreement, along with other matters that led Global Tech to initiate litigation in the United States. Currently, Global Tech and GoFun are litigating the matter in the U.S District Court for the Southern District of New York, Docket No.17-CV-03727. On October 2, 2019, the Company was able to secure, via preliminary settlement, the return of 43,649,491 shares of the Company’s stock out of the original 50,649,491 that were issued in good faith to GoFun in anticipation of a final stock exchange. That stock has been returned to the Company’s treasury and cancelled. On May 14, 2021, the Superior Court of New Jersey, Chancery Division: Monmouth County (docket no. PAS-MON-C-60-21) issued an order restraining the removal of restrictive legends on the remaining 7,000,000 shares of stock, pending further order of the New Jersey court. The underlying matter currently in the U.S. district Court for the Southern District of New York, remains pending.
On December 30, 2019, a dispute between the Company and its counsel regarding the GoFun matter, above, resulted in a filing, and subsequent settlement, of an action in the Supreme Court of the State of New York for the County of New York (Index No. 656396/2019). Pursuant to the settlement, counsel for the company accepted previously issued shares as full payment for all legal work, expenses, costs, and other fees.
On March 17, 2021, the Company’s Board of Directors approved the distribution of Warrants to holders of its common stock to purchase additional shares of stock. On March 22, 2021, Global Tech Industries Group, Inc., (“GTII”) a Nevada corporation, entered into a warrant agreement with Liberty Stock Transfer Agent (“Liberty”), whereby Liberty agreed to act as GTII’s warrant agent in its distribution of warrants to the Company’s shareholders (each, a “Warrant”). All shareholders of record on April 1, 2021, were issued 0.10 of a Warrant per share of Common Stock held of record by such holder; however, no fractional Warrants were issued. The Warrants were issued on or about April 8, 2021. On August 27, 2021, the SEC deemed effective the Company’s registration statement on Form S-1, registering the shares of common stock underlying the warrants. Each full Warrant is exercisable into one share of GTII’s common stock at an exercise price of $2.75. The Warrants shall expire on April 8, 2023. Manhattan Transfer Registrar Co. shall act as co-agent with Liberty. The Warrants do not have a cashless exercise provision.
On June 28, 2021, the Company increased its authorized shares of common stock to 550,000,000.
On September 3, 2021, the Company formed a new subsidiary, incorporated in the state of Nevada, named Global Tech Health, Inc. (“GTHI”). GTHI is wholly-owned by the Company and is intended to act as the holding company for any acquired healthcare related assets.
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Corporate History
The Company was incorporated in 1980 under the laws of the State of Nevada under the name of Western Exploration, Inc. Western Exploration, Inc., a Nevada corporation, was formed on July 24, 1980. On February 5, 1981, the Articles were amended, and the name of the corporation was changed to Nugget Exploration, Inc. On October 15, 1998, the Articles were amended and the number of authorized shares of stock, par value $0.01 was reduced from 50,000,000 to 5,000,000. The number of issued shares, originally 30,106,000, became approximately 97,117 after the 310-to-1 reverse stock split. On October 7, 1999, the Articles were amended and the number of common shares of authorized stock was increased to 25,000,000, par value $0.01. On January 24, 2000, the Articles were amended, and the Company changed its name to GoHealthMD, Inc. On August 30, 2004, the Articles were amended, and the Company’s name was changed to Tree Top Industries, Inc., the number of common shares of authorized stock was increased to 75,000,000 with a par value of $0.001, and the number of directors was changed from three to five. On November 20, 2007, the Articles were amended and the number of common shares of authorized stock was increased to 350,000,000 with a par value of $0.001, and blank check preferred stock was authorized in the number of 50,000, with a par value of $0.001. On December 28, 2011, the Articles were amended and the number of common shares of authorized stock was increased to 1,000,000,000, with a par value of $0.001. On November 15, 2012, the Articles were amended and the number of common shares of authorized stock was reduced to 10,000,000 shares with a par value of $0.001. The number of issued shares, originally 924,357,300, became approximately 9,243,573 after the 100-to-1 reverse stock split. On April 16, 2016, the Articles were amended through a Certificate of Change to change the number of authorized common shares through a 10 to 1 forward split to 100,000,000 shares. The number of shares, originally 9,243,573 became approximately 92,435,730 after the forward split. On July 6, 2016, through a Certificate of Change, 1,000 shares of the blank check preferred stock were designated as Series A preferred shares of stock and given the requisite powers of Series A preferred stock. On July 6, 2016, the Articles were amended to change the Company name from Tree Top Industries, Inc. to Global Tech Industries Group, Inc. The trading symbol was changed from TTII to GTII. On July 6, 2016, the Articles were amended to increase the authorized shares of common stock from 100,000,000 to 350,000,000 with a par value of $0.001. On June 28, 2021, the Articles were amended to increase the authorized shares of common stock from 350,000,000 to 550,000,000.
Research and Development
Although Global Tech’s staff is limited, it continues to monitor new developments and any emerging technologies that it deems in line with its stated mission as an early-stage company, of acquiring new and innovative technologies in diverse industries.
Intellectual Property
With the acquisition of BAT, Global Tech acquired fifteen (15) intellectual properties pertaining to the construction of the mobile configuration and operation of the glyd-arc medical waste destruction unit, as well as an enhanced configuration and novel method for coal gasification.
There is currently no use or activity involving the intellectual properties of the Company, and accordingly, there is no recorded value assigned to these assets.
Employees
As of December 31, 2021, the Company employs two individuals in executive positions and 19 employees/managers in it’s subsidiary Bronx Family Eye Care, Inc.
Government Regulation
Bioenergy Applied Technologies, Inc.
According to the Environmental Protection Agency (“EPA”), no registration of the Bioenergy Applied Technologies, Inc. (“BAT”) system is required because the waste destruction process does not involve incineration. Incineration processes are subject to regulation by the EPA. However, any hazardous waste destruction system that is constructed will be subject to the state laws and regulations where the system is located, as well as any regulations pertaining to the storage, transporting and/or destroying hazardous waste. BAT is also subject to government laws and regulations governing health, safety, working conditions, employee relations, wrongful termination, wages, taxes and other matters applicable to businesses in general. The Company currently has no plans to manufacture, sell, or use any BAT-related systems.
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Competition
Bronx Family Eye Care, Inc. operates in a mature, competitive industry, with several national competitors as well as local companies operating nearby.
Seasonality
Our operations are not expected to be affected by seasonal fluctuations, although our cash flow may be affected by fluctuations in the timing of cash receipts from customers.
ITEM 2. PROPERTIES
Currently, GTII does not lease, rent or own any property, other than its office, which acts only as a mail receipt center. Global Tech Health, Inc. leases five properties, four in the Bronx and one in upper Manhattan.
ITEM 3. LEGAL PROCEEDINGS
On February 3, 2017, the Company filed suit in Eastern District Federal Court New York against American Resource Technologies, Inc., (ARUR) and several directors and officers relating to the Chautauqua County Court Kansas decision nullifying the acquisition Agreement of ARUR. The Company has made several attempts to recover the shares of GTII stock paid to ARUR for the asset acquisition and the various costs and expenses expended by GTII in fulfillment of its obligations under the contract with ARUR. The failure of non-litigation attempts to resolve the matter resulted in filing an action for declaratory judgment in the US District Court for the Eastern District of New York, Docket No. 17-CV-0698. The case was subsequently withdrawn due to the close of ARUR operations. During the 2nd quarter 2020, the Company was successful in recalling the 4,668,530 shares and cancelling them from the shareholders list.
On December 30, 2016, the Company executed a stock purchase agreement (the “Agreement”), which was signed and closed in Hong Kong, with GoFun Group, Ltd. through its wholly owned subsidiary Go F & B Holdings, Ltd. GoFun Group, Ltd. is a privately held company running a casual dining restaurant business, based in Hong Kong. Subsequent to the agreement being signed, GoFun Group failed to substantially perform under the agreement, including, but not limited to providing audited financials of its assets, making the ongoing payments called for in the agreement, along with other matters that led Global Tech to initiate litigation in the United States. Currently, Global Tech and GoFun are litigating the matter in the U.S District Court for the Southern District of New York, Docket No.17-CV-03727 . On October 2, 2019, the Company was able to secure, via preliminary settlement, the return of 43,649,491 shares of the Company’s stock out of the original 50,649,491 that were issued in good faith to GoFun in anticipation of a final stock exchange. That stock has been returned to the Company’s treasury and cancelled. On May 14, 2021, the Superior Court of New Jersey, Chancery Division: Monmouth County (docket no. PAS-MON-C-60-21) issued an order restraining the removal of restrictive legends on the remaining 7,000,000 shares of stock, pending further order of the New Jersey Court. The underlying matter currently in the U.S. district Court for the Southern District of New York, remains pending.
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On December 30, 2019, a dispute between the Company and its counsel regarding the GoFun matter, above, resulted in a filing, and subsequent settlement, of an action in the Supreme Court of the State of New York for the County of New York (Index No. 656396/2019). Pursuant to the settlement, counsel for the Company accepted previously-issued shares as full payment for all legal work, expenses, costs, and other fees.
On March 17, 2021, the Company filed an action against Pacific Technologies Group, Inc., Rollings Hills Oil and Gas Inc., Demand Brands, Inc., Innovativ Media Group, Inc., Tom Coleman, and Bruce Hannan, in the Supreme Court of the State of New York, County of New York (Index No. 651771/2021), alleging fraud, rescission and cancellation of a written instrument, unconscionability, breach of contract, breach of good faith and fair dealing, unjust enrichment, and civil conspiracy. The action stems from a stock purchase agreement entered into by the Company and Pacific Technologies Group, Inc. (then known as Demand Brands, Inc.) on October 16, 2018. On May 22, defendants filed a motion seeking additional time to answer. On November 23, 2021, the defendants filed a venue-related procedural motion to dismiss. On January 21, 2022, the Company submitted its opposition to said motion, and on February 11, 2022, defendants filed their affimation in reply. To date, no decision on that motion has been entered by the Court.
On August 16, 2021, the Company filed an action against David Wells, in the United States District Court for the Southern District of New York (Case 1:21-cv-06891) seeking injunctive relief and relinquishment of 150,000 shares held in the name of David Wells. As of December 31, 2021, David Wells has not yet filed an answer to the Company’s complaint. On November 11, 2021, David Wells filed an action against GTII in the United States District Court for the District of Nevada,(Case 2:21-cv-02040) claiming a violation of the duty to register transfer of shares. As of December 31, 2021, the parties are engaged in briefing jurisdictional motions.
On August 24, 2021, the Company filed an application for a temporary restraining (“TRO”) order in the Superior Court of New Jersey, Chancery Division: Monmouth County (Docket No.: Mon-C-132-21) seeking to restrain Liberty Stock Transfer, Inc. from removing restrictive legends from 6,000,000 shares of Company stock held in the name of International Monetary, as well as from transferring said shares. The Court granted the TRO effective until September 28, 2021. On September 28, 2021, the Court declined to issue any further restraints.
In the interim, on September 16, 2021, International Monetary filed an action against the Company in Clark County, Nevada (Case No: A-21-841175-B) alleging breach of contract and breach good faith and fair dealing, as well as a request for declaratory relief, and temporary restraining order and preliminary injunction. On September 30, 2021, the Company filed a notice of removal of the action to the United States District Court for the District of Nevada (Case 2:21-cv-01820), as well as a request for a temporary restraining order enjoining International Monetary from taking any action to remove the restrictive legend shares from Company shares held in its name. On October 14, 2021, International Monetary filed a motion to strike the petition for removal. As of December 31, 2021, no ruling on that motion has been entered.
ITEM 4. Mine Safety
N/A
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PART II
ITEM 5. MARKET FOR THE REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES.
GTII’s common stock is quoted through the over-the-counter market on the OTC Market Group, Inc. Board. (“OTCQB”) under the symbol “GTII.” The following table sets forth high and low sales prices of GTII common stock for each fiscal quarter for the last two fiscal years as reported by the OTC Markets., based on closing prices. The prices in the table reflect inter-dealer prices, without retail markup, markdown or commission and may not represent actual transactions.
| Years Ended December 31, 2021 and 2020 | High | Low | |||||||
| First Quarter ended March 31, 2020 | $ | 0.038 | $ | 0.017 | |||||
| Second Quarter ended June 30, 2020 | $ | 0.027 | $ | 0.014 | |||||
| Third Quarter ended September 30, 2020 | $ | 0.052 | $ | 0.013 | |||||
| Fourth Quarter ended December 31, 2020 | $ | 0.139 | $ | 0.038 | |||||
| First Quarter ended March 31, 2021 | $ | 4.55 | $ | 0.061 | |||||
| Second Quarter ended June 30, 2021 | $ | 3.45 | $ | 1.09 | |||||
| Third Quarter ended September 30, 2021 | $ | 2.75 | $ | 1.14 | |||||
| Fourth Quarter ended December 31, 2021 | $ | 2.14 | $ | 0.55 | |||||
As of March 21, 2022, there were approximately 314 record holders of GTII common stock, not including shares held in “street name” in brokerage accounts. As of March 21, 2022, there were approximately 239,965,515 shares of GTII’s common stock issued and outstanding on record.
Dividends
GTII has not declared or paid any cash dividends on its common stock. On March 23, 2021, GTII declared a dividend in the form of one warrant for every ten shares of the Company’s common stock owned as of the dividend record date of April 1, 2021. Each warrant entitles the holder to purchase one share of the Company’s common stock at an exercise price of $2.75 per share. The Company distributed the dividend on April 8, 2021. The warrants have a term of two years and expire on April 8, 2023.
Transfer Agent and Registrar
The transfer agent and registrar for GTII’s common stock is Liberty Stock Transfer, Inc. The Company email address is: Liberty Stock Transfer Co., Inc., 788 Shrewsbury Avenue, Suite 2163, Tinton Falls, NJ 07724. (732)-372-0707.
Repurchases of Our Securities
The Company did not buy back any of their own stock during 2021 or 2020.
Sales of Our Unregistered Securities during 2021 Not Previously Disclosed
On December 30, 2021, the Company sold 100,000 shares of its common stock to an accredited investor in a private placement, pursuant to Rule 506(b) of the Securities Act of 1933, as amended.
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ITEM 6. Selected Financial Data
N/A
ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
Cautionary Statements
This Form 10-K may contain “forward-looking statements,” as that term is used in federal securities laws, about Global Tech’s consolidated financial condition, results of operations and business. These statements include, among others:
| ● | statements concerning the potential benefits that may be experienced from business activities and certain transactions contemplated or completed; and |
| ● | statements of our expectations, beliefs, future plans and strategies, anticipated developments and other matters that are not historical facts. These statements may be made expressly in this Form 10-K. You can find many of these statements by looking for words such as “believes,” “expects,” “anticipates,” “estimates,” “opines,” or similar expressions used in this Form 10-K. These forward-looking statements are subject to numerous assumptions, risks and uncertainties that may cause our actual results to be materially different from any future results expressed or implied in those statements. The most important facts that could prevent us from achieving our stated goals include, but are not limited to, the following: |
| a) | volatility or decline of Global Tech’s stock price; |
| b) | potential fluctuation of quarterly results; |
| c) | failure to earn revenues or profits; |
| d) | inadequate capital to continue or expand our business, and inability to raise additional capital or financing to implement our business plans; |
| e) | failure to commercialize our technology or to make sales; |
| f) | decline in demand for our products and services; |
| g) | rapid adverse changes in markets; |
| h) | litigation with or legal claims and allegations by outside parties against GTII, including but not limited to challenges to intellectual property rights; |
| i) | insufficient revenues to cover operating costs; and |
| J) | inability to make a business acquisition that is profitable for the Company and its shareholders. |
There is no assurance that we will be profitable, we may not be able to successfully develop, manage or market our products and services, we may not be able to attract and retain qualified executives and technology personnel, we may not be able to obtain customers for our products or services, our products and services may become obsolete, government regulation may hinder our business, additional dilution in outstanding stock ownership may be incurred due to the issuance of more shares, warrants and stock options, or the exercise of outstanding warrants and stock options, and other risks inherent in our businesses.
| 10 |
Because the statements are subject to risks and uncertainties, actual results may differ materially from those expressed or implied by the forward-looking statements. We caution you not to place undue reliance on the statements, which speak only as of the date of this Form 10-K. The cautionary statements contained or referred to in this section should be considered in connection with any subsequent written or oral forward-looking statements that we or persons acting on our behalf may issue. We do not undertake any obligation to review or confirm analysts’ expectations or estimates or to release publicly any revisions to any forward-looking statements to reflect events or circumstances after the date of this Form 10K, or to reflect the occurrence of unanticipated events.
RESULTS OF OPERATIONS
Results of Operations for the Year Ended December 31, 2021, compared to the Year Ended December 31, 2020:
During the 2021 year, we generated revenues of $24,120, compared to $8,500 for 2020. Our revenues reported were from our subsidiary Bronx from the date of acquisition of December 27, 2021 through December 31, 2021. Bronx had revenues in excess of $3 million during 2021 prior to our acquisition. All Bronx revenues will be reported with the Company moving forward. Our total operating expenses increased from $2,573,359 in 2020 to $6,150,624 in 2021. The increase was primarily the result of the increase in stock-based compensation to our professionals. General and administrative expenses increased from $65,856 in 2020 to $237,093 in 2021, an increase of $171,237, mostly due to the increase in travel related expenses due to the restrictions of Covid-19 being lifted. Compensation to officers and service fees to professionals increased by $2,863,082, from $2,507,236 to $5,370,318 due mostly to the increase in share-based compensation, and medical benefits for employees. Depreciation expense increased by $2,733 to $3,000 from $267 the prior year.
Our net loss increased by $3,284,436 to $6,062,922 in 2021 from $2,778,486 in 2020, due to the increased stock-based compensation in 2021, despite the $132,000 unrealized gain from marketable securities.
| 11 |
LIQUIDITY AND CAPITAL RESOURCES
On December 31, 2021, we had cash on hand of $359,143 compared to $2,479 on December 31, 2020, including the cash acquired in the acquisition of Bronx of $238,972. We used cash in our operations of $655,622 in 2021 compared to $173,399 in 2020, a 278% increase. We (paid) raised net $(109,513) and $109,513 from related party loans in 2021 and 2020, respectively. We anticipate that we will have an increase in our cash flow from continuing operations with the acquisition made during the year. We do not have sufficient cash on hand on December 31, 2021, to cover our negative cash flow. We will attempt to increase our operating activities with our acquisition operations in 2022, and possibly raise capital through the sale of our common stock or through debt financing.
Some of Global Tech’s past due obligations, including $338,000 of accounts payable, and $113,000 of notes payable and judgments, were incurred or obtained prior to 2005. No actions have been taken by any of the applicable creditors. Action by any such creditor would materially decrease our liquidity. Global Tech has no credit facilities with which to resolve these outstanding obligations from prior years but will attempt to fully resolve them upon a successful capital raise and monetary action of the business. This may have a negative impact on our future liquidity in the event we must prioritize the repayment of these obligations when capital becomes available. In December 2020, the officers, directors and affiliates of the Company converted accrued wages and expenses of $688,955 and $3,974,751 in notes payable and accrued interest to stock and options.
Any remedy to our current lack of liquidity must consider all the foregoing liabilities. Global Tech intends to continue its pursuit to raise capital to monetize its business and pay all its liabilities. Capital raise plans are under consideration, but it cannot be assured that they will materialize in the current economic environment. Currently, Global Tech is without adequate financing or assets. Because no actions have been taken on the past due obligations and demand has not been made by the applicable companies and individuals, we are unable to accurately quantify the effect the overdue accounts have on Global Tech’s financial condition, liquidity and capital resources. However, if all these obligations and notes payable were required to be paid in an amount equal to the full balance of each, Global Tech would not be able to meet the obligations based upon its current financial status. The liquidity shortfall of $2,871,377 would cause Global Tech to default and, further, would put our continued viability in jeopardy.
CONTRACTUAL OBLIGATIONS
The Company has contractional obligations with numerous independent service providers, as well as a monthly commitment to Alt5 Sigma to host and support the Beyond Blockchain site and mobile app. Bronx Family Eye Care, Inc. has various contractual obligations necessary to carry on its operations.
Going Concern Qualification
The Company has incurred significant losses from operations, and such losses are expected to continue. The Company’s auditors have included a “Going Concern Qualification” in their report for the year ended December 31, 2021. In addition, the Company has net losses and negative working capital. The foregoing raises substantial doubt about the Company’s ability to continue as a going concern. Management’s plans include seeking additional capital and/or debt financing. There is no guarantee that additional capital and/or debt financing will be available when and to the extent required, or that if available, it will be on terms acceptable to the Company. The financial statements do not include any adjustments that might result from the outcome of this uncertainty. The “Going Concern Qualification” may make it substantially more difficult to raise capital.
Potential Impact of COVID-19
The Company is concerned that the COVID-19 virus may impact the Company’s ability to raise additional equity capital due to the uncertainty of the virus’ effects on the economy and capital markets, which may make potential investors less likely to invest during the pandemic. This may affect the Company’s ability to raise equity capital to meet its financial obligations, implement its business plan and continue as a going concern.
| 12 |
Off-Balance Sheet Arrangements
We have no off-balance sheet arrangements.
Critical Accounting Policies and Estimates
Our discussion and analysis of our financial condition and results of operations are based upon our consolidated financial statements, which have been prepared in accordance with U.S. generally accepted accounting principles. These principles require us to make estimates and judgments that affect the reported amounts of assets, liabilities, revenue and expenses, cash flow and related disclosure of contingent assets and liabilities. Our estimates include those related to revenue recognition, accounts receivable reserves, income and other taxes, stock-based compensation and equipment and contingent obligations. We base our estimates on historical experience and on various other assumptions that we believe to be reasonable under the circumstances. Actual results may differ from these estimates. To the extent that there are material differences between these estimates and our actual results, our future financial statements will be affected.
We define our “critical accounting policies” as those U.S. generally accepted accounting principles that require us to make subjective estimates about matters that are uncertain and are likely to have a material impact on our financial condition and results of operations as well as the specific way, we apply those principles. Our estimates are based upon assumptions and judgments about matters that are highly uncertain at the time the accounting estimate is made and applied and require us to continually assess a range of potential outcomes. A detailed discussion of the critical accounting policies that most affect our Company is in Footnote 2 of the notes to our financial statements.
| 13 |
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
CERTIFIED PUBLIC ACCOUNTING FIRM
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the Board of Directors and Stockholders of
Global Tech Industries Group, Inc.
Opinion on the Consolidated Financial Statements
We have audited the accompanying consolidated balance sheets of Global Tech Industries Group, Inc. (the Company) as of December 31, 2021, and 2020 and the related consolidated statements of operations, changes in stockholders’ equity (deficit) and cash flows for the years then ended, and the related notes (collectively referred to as the consolidated financial statements). In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2021, and 2020 and the results of its operations and its cash flows for the years then ended, in conformity with accounting principles generally accepted in the United States of America.
Consideration of the Company’s Ability to Continue as a Going Concern
The accompanying consolidated financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 1, the Company has incurred significant accumulated deficits, recurring operating losses and a negative working capital. This and other factors raise substantial doubt about the Company’s ability to continue as a going concern. Management’s plans in regard to these matters are also discussed in Note 1. The consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty.
Basis for Opinion
These consolidated financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s consolidated financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (“PCAOB”) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits, we are required to obtain an understanding of internal control over financial reporting, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion.
Our audits included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provides a reasonable basis for our opinion.
Critical Audit Matters
The critical audit matters communicated below are matters arising from the current period audit of the consolidated financial statements that were communicated or required to be communicated to the audit committee and that: (1) relate to accounts or disclosures that are material to the consolidated financial statements and (2) involved our especially challenging, subjective, or complex judgments. The communication of critical audit matters does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matters below, providing separate opinions on the critical audit matters or on the accounts or disclosures to which they relate.
Stock for Services
As described in Note 7 to the consolidated financial statements, the Company issued common stock for services. Management establishes their estimate for the value of the stock for services using historical stock price information.
The principal considerations for our determination that performing procedures relating to stock for services is a critical audit matter are due to the material impact it has on the consolidated financial statements.
Addressing the matter involved performing procedures and evaluating audit evidence in connection with forming our overall opinion on the consolidated financial statements. These procedures included, among others, evaluating the reasonableness of the historical stock price information used by management to determine the expense related to stock for services.
/s/ Pinnacle Accountancy Group of Utah
We have served as the Company’s auditor since 2020
(a dba of Heaton & Company, PLLC)
April 12, 2022
PCAOB
ID:
| 14 |
Global Tech Industries Group, Inc.
Consolidated Balance Sheets
| December 31, | December 31, | |||||||
| 2021 | 2020 | |||||||
| ASSETS | ||||||||
| CURRENT ASSETS | ||||||||
| Cash and cash equivalents | $ | $ | ||||||
| Accounts receivable | - | |||||||
| Inventory | - | |||||||
| Prepaid expenses | - | |||||||
| Marketable securities | ||||||||
| Total Current Assets | ||||||||
| PROPERTY PLANT & EQUIPMENT | ||||||||
| Fixed assets (net) | ||||||||
| Right-of use assets – operating leases | - | |||||||
| Total Property, Plant and Equipment | ||||||||
| OTHER ASSETS | ||||||||
| License | - | |||||||
| Fine art | - | |||||||
| Security deposits | - | |||||||
| Goodwill | - | |||||||
| Total Other Assets | - | |||||||
| TOTAL ASSETS | $ | $ | ||||||
| LIABILITIES AND STOCKHOLDERS’ EQUITY (DEFICIT) | ||||||||
| CURRENT LIABILITIES | ||||||||
| Accounts payable and accrued expenses | $ | $ | ||||||
| Accounts payable and accrued expenses-related parties | ||||||||
| Accrued interest payable | ||||||||
| Notes payable in default | ||||||||
| Due to related parties | - | |||||||
| Convertible debenture | - | |||||||
| Notes payable | - | |||||||
| Current portion of operating lease liabilities | - | |||||||
| Current portion of long-term debt | - | |||||||
| Total Current Liabilities | ||||||||
| LONG-TERM LIABILITIES | ||||||||
| Long-term operating lease liabilities | - | |||||||
| Note payable | - | |||||||
| Total Long-term Liabilities | - | |||||||
| Total Liabilities | ||||||||
| STOCKHOLDERS’ EQUITY (DEFICIT) | ||||||||
| Preferred stock, par value $, authorized, issued and outstanding | ||||||||
| Common stock, par value $ per share, shares authorized; (including shares held in escrow) and issued and and outstanding, respectively | ||||||||
| Additional paid-in-capital | ||||||||
| Accumulated (Deficit) | ( | ) | ( | ) | ||||
| Total Stockholders’ Equity (Deficit) | ( | ) | ||||||
| TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY (DEFICIT) | $ | $ | ||||||
The accompanying notes are an integral part of these consolidated financial statements.
| 15 |
Global Tech Industries Group, Inc.
Consolidated Statements of Operations
| 2021 | 2020 | |||||||
| For The Years Ended | ||||||||
| December 31, | ||||||||
| 2021 | 2020 | |||||||
| REVENUES, net | $ | $ | ||||||
| COST OF SALES, net | - | |||||||
| GROSS PROFIT | ||||||||
| OPERATING EXPENSES | ||||||||
| General and administrative | ||||||||
| Compensation and professional fees | ||||||||
| Charitable donations | - | |||||||
| Depreciation | ||||||||
| Total Operating Expenses | ||||||||
| OPERATING LOSS | ( | ) | ( | ) | ||||
| OTHER INCOME (EXPENSES) | ||||||||
| Gain (loss) on sale of marketable securities | ( | ) | ||||||
| Interest expense | ( | ) | ( | ) | ||||
| Total Other Income (Expenses) | ( | ) | ||||||
| LOSS BEFORE INCOME TAXES | ( | ) | ( | ) | ||||
| INCOME TAX EXPENSE | - | - | ||||||
| COMPREHENSIVE LOSS | $ | ( | ) | $ | ( | ) | ||
| BASIC AND DILUTED LOSS PER SHARE | $ | ( | ) | $ | ( | ) | ||
| WEIGHTED AVERAGE NUMBER OF SHARES OUTSTANDING, BASIC AND DILUTED | ||||||||
The accompanying notes are an integral part of these consolidated financial statements.
| 16 |
Global Tech Industries Group, Inc.
Consolidated Statement of Stockholders’ Deficit
For the Years Ended December 31, 2021 and 2020
| Shares | Amount | Shares | Amount | Capital | (Deficit) | Equity | ||||||||||||||||||||||
| Preferred Stock | Common Stock | Additional | Accumulated | Total Stockholders’ Equity | ||||||||||||||||||||||||
| Shares | Amount | Shares | Amount | Capital | (Deficit) | (Deficit) | ||||||||||||||||||||||
| Balance, December 31, 2019 | $ | $ | $ | $ | ( | ) | $ | ( | ) | |||||||||||||||||||
| Common stock issued for services | - | - | ||||||||||||||||||||||||||
| Common stock issued and held in escrow for the potential acquisition of Gold Transactions Intl, Inc. | ||||||||||||||||||||||||||||
| Common stock issued and held in escrow for the potential acquisition of Gold Transactions Intl, Inc., Shares | ||||||||||||||||||||||||||||
| Warrants issued as dividend to shareholders | ||||||||||||||||||||||||||||
| Common stock issued for acquisition of Bronx Family Eye Care | ||||||||||||||||||||||||||||
| Common stock issued for acquisition of Bronx Family Eye Care, Shares | ||||||||||||||||||||||||||||
| Common stock issued for charitable donations | ||||||||||||||||||||||||||||
| Common stock issued for charitable donations, Shares | ||||||||||||||||||||||||||||
| Common stock issued for medical advisory services | ||||||||||||||||||||||||||||
| Common stock issued for medical advisory services, Shares | ||||||||||||||||||||||||||||
| Common stock issued for exercise of warrants | ||||||||||||||||||||||||||||
| Common stock issued for exercise of warrants, Shares | ||||||||||||||||||||||||||||
| Common stock issued for cash | ||||||||||||||||||||||||||||
| Common stock issued for cash, shares | ||||||||||||||||||||||||||||
| Common Stock issued and held in escrow for the potential acquisition of Classroom Salon | ||||||||||||||||||||||||||||
| Common Stock issued and held in escrow for the potential acquisition of Classroom Salon, Shares | ||||||||||||||||||||||||||||
| Cancellation of ARUR acquisition shares | ( | ) | ( | ) | - | |||||||||||||||||||||||
| Common stock issued for conversion of notes payable | ||||||||||||||||||||||||||||
| Stock options issued for conversion of notes payable and interest | ||||||||||||||||||||||||||||
| Stock options issued for conversion of accrued wages and expenses | ||||||||||||||||||||||||||||
| Imputed interest – loan | ||||||||||||||||||||||||||||
| Net loss for the year ended December 31, 2020 | ( | ) | ( | ) | ||||||||||||||||||||||||
| Balance, December 31, 2020 | $ | $ | $ | ( | ) | $ | ( | ) | ||||||||||||||||||||
| Common stock issued for services | - | - | ||||||||||||||||||||||||||
| Common stock issued and held in escrow for the potential acquisition of Gold Transactions Intl, Inc. | ( | ) | - | |||||||||||||||||||||||||
| Warrants issued as dividend to shareholders | ( | ) | - | |||||||||||||||||||||||||
| Common stock issued for acquisition of Bronx Family Eye Care | ||||||||||||||||||||||||||||
| Common stock issued for charitable donations | ||||||||||||||||||||||||||||
| Common stock issued for medical advisory services | ||||||||||||||||||||||||||||
| Common stock issued for exercise of warrants | ||||||||||||||||||||||||||||
| Common stock issued for cash | ||||||||||||||||||||||||||||
| Common Stock issued and held in escrow for the potential acquisition of Classroom Salon | ( | ) | - | |||||||||||||||||||||||||
| Imputed interest – loan | ||||||||||||||||||||||||||||
| Net loss for the year ended December 31, 2021 | ( | ) | ( | ) | ||||||||||||||||||||||||
| Net loss | ( | ) | ( | ) | ||||||||||||||||||||||||
| Balance, December 31, 2021 | $ | $ | $ | $ | ( | ) | $ | |||||||||||||||||||||
//
The accompanying notes are an integral part of these consolidated financial statements.
| 17 |
Global Tech Industries Group, Inc.
Consolidated Statements of Cash Flows
| For The Years Ended | ||||||||
| December 31, | ||||||||
| 2021 | 2020 | |||||||
| CASH FLOWS FROM OPERATING ACTIVITIES | ||||||||
| Net loss | $ | ( | ) | $ | ( | ) | ||
| Adjustments to reconcile net loss to net cash used in | ||||||||
| operating activities (net of acquisition): | ||||||||
| Depreciation | ||||||||
| Stock issued for services | ||||||||
| Imputed interest on loan | ||||||||
| (Gain) loss on marketable securities | ( | ) | ||||||
| Change in operating assets and liabilities | ||||||||
| (Increase) decrease in prepaid expenses | ( | ) | ||||||
| (Increase) in accounts receivable | ( | ) | - | |||||
| Decrease in inventory | - | |||||||
| Increase in accounts payable and accrued expenses | ||||||||
| Increase (decrease) in accounts payable and accrued expenses-officers and directors | ( | ) | ||||||
| Increase in accrued interest payable | ||||||||
| Increase in accrued interest payable-officers and directors | - | |||||||
| Net Cash Used in Operating Activities | ( | ) | ( | ) | ||||
| CASH FLOWS FROM INVESTING ACTIVITIES | ||||||||
| Cash acquired in acquisition | - | |||||||
| Cash paid for property and equipment | ( | ) | ( | ) | ||||
| Proceeds from sale of marketable securities | - | |||||||
| Cash paid for other assets | ( | ) | - | |||||
| Net Cash Provided by (Used in) Investing Activities | ( | ) | ||||||
| CASH FLOWS FROM FINANCING ACTIVITIES | ||||||||
| Proceeds from issuance of common stock | - | |||||||
| Proceeds from debt financing | - | |||||||
| Proceeds received from (paid on) convertible debentures | ( | ) | ||||||
| Payments to officers and directors | ( | ) | ( | ) | ||||
| Proceeds from officers and directors | ||||||||
| Net Cash Provided by Financing Activities | ||||||||
| INCREASE IN CASH AND CASH EQUIVALENTS | ||||||||
| CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD | ||||||||
| CASH AND CASH EQUIVALENTS, END OF PERIOD | $ | $ | ||||||
| SUPPLEMENTAL DISCLOSURES: | ||||||||
| Cash paid for interest | $ | $ | ||||||
| Cash paid for income taxes | $ | $ | ||||||
| NON-CASH INVESTING AND FINANCING ACTIVITIES: | ||||||||
| Stock issued and held in escrow for potential acquisitions | $ | - | ||||||
| Warrants issued as a dividend to shareholders | $ | |||||||
| Assets acquired from Bronx with share issuance | $ | |||||||
| Liabilities assumed from Bronx with share issuance | $ | |||||||
| Additions to ROU assets obtained from acquired operating lease liabilities | $ | - | ||||||
| Operating lease liabilities acquired from Bronx in acquisition | $ | - | ||||||
The accompanying notes are an integral part of these consolidated financial statements.
| 18 |
NOTE 1 – NATURE OF OPERATIONS
| A) | ORGANIZATIONAL HISTORY |
The Company was incorporated in 1980 under the laws of the State of Nevada under the name of Western Exploration, Inc. Western Exploration, Inc., a Nevada corporation, was formed on July 24, 1980. In 1990, Western Exploration, Inc. changed its name to Nugget Exploration, Inc. On November 10, 1999, a wholly-owned subsidiary of Nugget Exploration, Inc., Nugget Holdings Corporation merged with and into GoHealthMD, Inc., a Delaware corporation. Shortly thereafter, Nugget Exploration, Inc. changed its name to GoHealthMD, Inc. a Nevada corporation.
On August 18, 2004, GoHealthMD, Inc., the Nevada Corporation, changed its name to Tree Top Industries, Inc. On July 7, 2016, Tree Top Industries, Inc. changed its name to Global Tech Industries Group, Inc. GoHealthMD, Inc. continues to exist as a Delaware corporation and wholly-owned subsidiary of Global Tech Industries Group, Inc. NetThruster, Inc. MLN, Inc., BioEnergy Applied Technologies, Inc. (“BAT”), Eye Care Centers International, Inc., GoHealthMD Nano Pharmaceuticals, Inc., TTI Strategic Acquisitions and Equity Group, Inc. and TTII Oil & Gas, Inc, all were formed by Global Tech in the anticipation of technologies, products or services being acquired. G T International, Inc. is a wholly owned subsidiary of Global Tech Industries Group, Inc., existing as a Wyoming corporation. Not all subsidiaries are currently active.
On
December 31, 2012, Global Tech and its new subsidiary, TTII Oil & Gas, Inc., a Delaware corporation, signed a binding asset purchase
agreement with American Resource Technologies, Inc. (“ARUR”), a Kansas corporation, to acquire all the assets of ARUR for
a purchase price of $
| 19 |
On December 30, 2016, Global Tech Industries Group, Inc., a Nevada corporation, executed a stock purchase agreement (the “Agreement”), which was signed and closed in Hong Kong, with GoFun Group, Ltd. through its wholly owned subsidiary Go F & B Holdings, Ltd. GoFun Group, Ltd. is a privately held company running a casual dining restaurant business, based in Hong Kong. After the agreement being signed, GoFun Group failed to substantially perform under the agreement, including, but not limited to providing audited financials of its assets, making the ongoing payments called for in the agreement, along with other matters that led Global Tech to initiate litigation in the United States. Currently, Global Tech and GoFun are litigating the matter in the U.S District Court for the Southern District of New York, Docket No.17-CV-03727. On October 2, 2019, the Company was able to secure, via preliminary settlement, the return of shares of the Company’s stock, that was issued in good faith to GoFun in anticipation of a final stock exchange. The stock has since been returned to the Company’s treasury and cancelled. As of this writing, motions are pending that may require remaining negotiations to continue in arbitration.
On December 30, 2019, a dispute between the Company and its counsel regarding the GoFun matter, above, resulted in a filing, and subsequent settlement, of an action in the Supreme Court of the State of New York for the County of New York (Index No. 656396/2019). Pursuant to the settlement, counsel for the Company accepted previously issued shares as full payment for all legal work, expenses, costs, and other fees.
On February 28, 2021, the Company signed a binding stock purchase agreement with Gold Transactions International, Inc. (“GTI”) a privately held Utah corporation. GTI acquired a license from a private Nevada Corporation which operated, via a joint venture, in the business of buying and selling gold on a global basis through a private network of companies. The license agreement gave GTI access to the private network, and an exclusive right to market and promote the gold buy/sell program to expand the buying power of the network. GTI, with its network affiliates, purchases gold from artisan miners throughout the world and transports, assays, refines and sells the gold in the Dubai Multi Commodities Centre, (“DMCC”), a free trade zone in Dubai. The Company plans to raise capital for GTI and advance those funds into the gold network. Although shares have been issued for this agreement, they are being held in escrow awaiting final performance criteria to be met and are therefore issued but not outstanding. All extension agreements for this acquisition have expired, but neither party has initiated a termination of the agreement.
During the first quarter of 2021, the Company entered into binding agreements with a company in the field of eye care, retail eye wear and full scope optometry. The Bronx Family Eye Care, Inc. is a company that provides retail eyewear and medically oriented full scope optometry at four brick and mortar locations. Bronx Family’s licensed optometrists use cutting-edge equipment to provide diagnosis and treatment for diseases of the eye, as well as corrective eyewear. Bronx Family also performs edging of lenses for its customers at their in-house facility, as well as providing services to outside practices. Effective December 27, 2021, Bronx Family Eye Care completed the closing requirements, the agreement was closed and Bronx became a reporting subsidiary of the Company. Bronx Family Eye Care, Inc. (“Bronx”) was incorporated in the State of New York on June 30, 2016.
The
acquisition of Bronx was valued at $
The following assets and liabilities were acquired from Bronx on December 27, 2021:
SCHEDULE OF BUSINESS ACQUISITIONS ASSETS AND LIABILITIES
| A | 2021 | |||
| Assets | ||||
| Cash | $ | |||
| Accounts receivable | ||||
| Inventory | ||||
| Property and equipment | ||||
| Property and equipment (net) | ||||
| Other assets | ||||
| Total Assets | $ | |||
| Liabilities | ||||
| Accounts payable | $ | |||
| Accrued expenses | ||||
| Loans payable | ||||
| Total Liabilities | ||||
| Goodwill recorded on the acquisition | $ |
March
17, 2021, the Company’s Board of Directors approved the declaration by management of a Warrant to holders of its common stock to
purchase additional shares of stock. On March 22, 2021, Global Tech Industries Group, Inc., (“GTII”) a Nevada corporation,
entered into a warrant agreement with Liberty Stock Transfer Agent (“Liberty”), whereby Liberty agreed to act as GTII’s
warrant agent in its offering of warrants to GTII’s shareholders (each, a “Warrant”). All shareholder of record on
April 1, 2021, were issued of a Warrant per share of Common Stock held of record by such holder. However, no fractional Warrants
were issued. The Warrants were issued on or about April 8, 2021. Each full Warrant shall be exercisable into one share of GTII’s
common stock at an exercise price of $
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,
| 20 |
On November 9, 2021, GTII, and Trento Resources and Energy Corp, (“Trento”) a corporation organized under the laws of the State of Delaware, signed a binding stock purchase agreement (“SPA”) to engage in a merger/business combination, for the best interests of the shareholders of both GTII and Trento, pursuant to which Trento will become a wholly-owned subsidiary of GTII. Pursuant to the SPA, GTII issued shares of common stock to Sean Wintraub, with 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 shares of common stock in anticipation of a closing with Classroom Salon, however, at December 31, 2021, this transaction has not closed and the shares are held in escrow pending further action on Classroom Salon, thus these shares are considered issued but not outstanding.
On June 28, 2021, the Company increased its authorized shares of common stock to .
CORPORATE HISTORY
The
Company was incorporated in 1980 under the laws of the State of Nevada under the name of Western Exploration, Inc. Western Exploration,
Inc., a Nevada corporation, was formed on July 24, 1980. On February 5, 1981, the Articles were amended, and the name of the corporation
was changed to Nugget Exploration, Inc. On October 15, 1998, the Articles were amended and the number of authorized shares of stock,
par value $ was reduced from to . The number of issued shares, originally , became approximately
after the
| 21 |
| B) | GOING CONCERN |
The
accompanying consolidated financial statements have been prepared assuming that the Company will continue as a going concern. The Company
incurred a net loss of $
The Company did not generate significant revenues during the years ended December 31, 2021 and 2020, and its cash flows are not sufficient enough to support all expenses of the Company. The Company as yet still requires substantial financing. Most of the financing has been provided by David Reichman, the Chief Executive Officer and Chairman. The Company is dependent upon his ability and willingness to continue to provide the financing necessary to meet reporting and filing requirements of a public company.
With the acquisition of Bronx in December 2021, the Company will have operating revenues which will assist the Company in providing necessary cashflow to assist in satisfying its obligations. However, in order for the Company to remain a going concern, it will need to generate significant cashflow to sustain the needs of the Company, financially, and it may be required to continue to receive funds from equity or debt financing to accomplish this need. There can be no assurance that the Company will continue to receive any proceeds from equity offerings or that the Company will be able to obtain the necessary funds to finance its operations. These conditions raise substantial doubt about its ability to continue as a going concern. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.
On March 11, 2020, the World Health Organization declared the outbreak of a coronavirus (COVID-19) a pandemic. As a result, economic uncertainties have arisen which have the potential to negatively impact the Company’s ability to raise funding from the markets. Other financial impact could occur though such potential impact is unknown at this time.
NOTE 2 – SIGNIFICANT ACCOUNTING POLICIES
| A) | PRINCIPLES OF CONSOLIDATION |
The accompanying consolidated financial statements include the accounts of the Company and its wholly-owned subsidiaries, Bronx Family Eye Care, Inc., Ludicrous, Inc., TTI Strategic Acquisitions and Equity Group, Inc, TTII Oil & Gas, Inc., Global Tech Health, Inc. and G T International, Inc. All subsidiaries of the Company, other than Bronx Family Eye Care, Inc. and TTI Strategic Acquisitions and Equity Group, Inc., currently have no financial activity. All significant inter-company balances and transactions have been eliminated.
| B) | USE OF MANAGEMENT’S ESTIMATES |
The preparation of financial statements in conformity with United States generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities as of the date of the financial statements and the reported amounts of revenues and expenses during the reported period. Actual results could differ from those estimates. These consolidated financial statements have material estimates for valuation of stock and option transactions.
| C) | CASH EQUIVALENTS |
The
Company considers all highly liquid investments with an original maturity of three months or less to be cash equivalents. Cash and cash
equivalents are maintained with major financial institutions in the U S. Deposits held with these banks at times exceed $
| 22 |
| D) | INVENTORIES |
Inventories,
consist primarily of lenses and frames, are stated at the lower of cost or net realizable value, with cost determined using primarily
the first-in-first-out (FIFO) method. The Company purchased substantially all inventories from several key suppliers. As of December
31, 2021, the Company’s inventory balance was $
| E) | FIXED ASSETS |
Property,
plant and equipment are stated at cost. Depreciation is computed using the straight-line method over the estimated useful lives of the
related assets, ranging from
| F) | INCOME TAXES |
The Company follows ASC 740, “Income Taxes,”, which discusses recognition and measurement of uncertain tax positions using a “more-likely-than-not” approach, requiring the recognition and measurement of uncertain tax positions. Deferred taxes are provided on a liability method whereby deferred tax assets are recognized for deductible temporary differences and operating loss and tax credit carry forwards and deferred tax liabilities are recognized for taxable temporary differences. Temporary differences are the differences between the reported amounts of assets and liabilities and their tax bases. Deferred tax assets are reduced by a valuation allowance when, in the opinion of management, it is more likely than not that some portion or all the deferred tax assets will to be realized. Deferred tax assets and liabilities are adjusted for the effects of changes in tax laws and rates on the date of enactment.
| G) | REVENUE RECOGNITION |
The
Company incurred $
| H) | ACCOUNTS RECEIVALE |
Accounts Receivable – In the normal course of business, the Company extends credit to its patients on a short-term basis. Although the credit risk associated with these patients is minimal, the Company routinely reviews its accounts receivable balances and makes provisions for doubtful accounts. The Company ages its receivables by date of invoice. Management reviews bad debt annually. When an account is deemed uncollectible, the Company charges off the receivable against the bad debt reserve. A considerable amount of judgment is required in assessing the realization of these receivables including the current creditworthiness of each patient and related aging of the past-due balances, including any billing disputes.
The
allowance for doubtful accounts is based on the best information available to the Company and is re-evaluated and adjusted as additional
information is received. The Company evaluates the allowance based on historical write-off experience, the size of the individual patient
balances and past-due amounts. As of December 31, 2021 and 2020, the Company had an allowance for bad debt of $
| I) | STOCK-BASED COMPENSATION |
The Company accounts for stock-based compensation in accordance with the provisions of ASC 718, “Compensation – Stock Compensation.” ASC 718 requires all share-based payments to employees, including grants of employee stock options, to be recognized in the financial statements based on the grant-date fair value of the award. That cost will be recognized over the period during which an employee is required to provide service in exchange for the reward- known as the requisite service period. No compensation cost is recognized for equity instruments for which employees do not render the requisite service. The grant-date fair value of employee share options and similar instruments are estimated using the Black Scholes option-pricing model adjusted for the unique characteristics of those instruments.
| 23 |
Equity instruments issued to non-employees are recorded at their fair values as determined in accordance with ASC 718 as amended by ASU 2018-07. As such, the grant date is the measurement date of an award’s fair value.
| J) | INTANGIBLE ASSETS AND BUSINESS COMBINATIONS |
The Company follows ASC 805, “Business Combinations,” and ASC 350, “Intangibles – Goodwill and Other”. ASC 805 requires the use of the purchase method of accounting for any business combinations, and further clarifies the criteria to recognize intangible assets separately from goodwill. Under ASC 350, goodwill and indefinite−life intangible assets are reviewed for impairment annually.
The Company recorded Goodwill in connection with
its acquisition of Bronx Family Eyecare. The acquisition occurred through a Stock Purchase
Agreement, wherein, the Company issued shares of common stock, valued at $
SCHEDULE OF BUSINESS COMBINATIONS INTANGIBLE ASSETS AND LIABILITIES
| A | 2021 | |||
| Assets | ||||
| Cash | $ | |||
| Accounts receivable | ||||
| Inventory | ||||
| Property and equipment (net) | ||||
| Other assets | ||||
| Total Assets | $ | |||
| Liabilities | ||||
| Accounts payable | $ | |||
| Accrued expenses | ||||
| Loans payable | ||||
| Total Liabilities | ||||
| Goodwill recorded on the acquisition | $ |
Management has evaluated the valuation of goodwill at December 31, 2021, and determined that there is no impairment to the valuation attributed to the Bronx acquisition.
| I) | FAIR VALUE OF FINANCIAL INSTRUMENTS |
The Company follows ASC 820, “Fair Value Measurements,” defines fair value, establishes a three-level valuation hierarchy for disclosures of fair value measurement and enhances disclosure requirements for fair value measures. The three levels are defined as follows:
| [ ] | Level 1 inputs to the valuation methodology are quoted prices (unadjusted) for identical assets or liabilities in active markets. | |
| [ ] | Level 2 inputs to the valuation methodology include quoted prices for similar assets and liabilities in active markets, and inputs that are observable for the asset or liability, either directly or indirectly, for substantially the full term of the financial instrument. | |
| [ ] | Level 3 inputs to the valuation methodology are unobservable and significant to the fair measurement. |
The carrying amounts reported in the balance sheets for cash and cash equivalents, and current assets and liabilities each qualify as financial instruments and are a reasonable estimate of fair value because of the short period of time between the origination of such instruments and their expected realization and their current market rate of interest. The carrying value of notes payable approximates fair value because negotiated terms and conditions are consistent with current market rates as of December 31, 2021 and 2020.
Marketable securities are reported at the quoted and listed market rates of the securities held at the year end.
| 24 |
The following table presents the Company’s Marketable securities within the fair value hierarchy utilized to measure fair value on a recurring basis as of December 31, 2021 and 2020:
SCHEDULE OF FAIR VALUE ASSETS AND LIABILITIES MEASURED ON RECURRING BASIS
| Level 1 | Level 2 | Level 3 | ||||||||||
| Marketable Securities – 2021 | $ | $ | - | $ | - | |||||||
| Marketable Securities – 2020 | $ | $ | - | $ | - | |||||||
| K) | BASIC AND DILUTED EARNINGS (LOSS) PER SHARE |
The Company calculates earnings (loss) per share in accordance with ASC 260, “Earnings Per Share.” Basic earnings (loss) per share is computed by dividing net income (loss) by the weighted-average number of shares of common stock outstanding during the period. Diluted earnings (loss) per share gives effect to dilutive convertible securities, options, warrants and other potential common stock outstanding during the period; only in periods in which such effect is dilutive. For 2021 and 2020, there were stock options outstanding, respectively, however their effects were anti-dilutive. There were and warrants outstanding for the years ended 2021 and 2020, respectively, however their effects were anti-dilutive.
| 25 |
| 2021 | 2020 | |||||||
| For the Years Ended | ||||||||
| December 31, | ||||||||
| 2021 | 2020 | |||||||
| Loss (numerator) | $ | ( | ) | $ | ( | ) | ||
| Shares (denominator) | ||||||||
| Basic and diluted loss per share | $ | ( | ) | $ | ( | ) | ||
| K) | RECENT ACCOUNTING PRONOUNCEMENTS |
The Company has implemented all new accounting pronouncements that are in effect. These pronouncements did not have any material impact on the financial statements unless otherwise disclosed, and the Company does not believe that there are any other new accounting pronouncements that have been issued that might have a material impact on its financial position or results of operations.
In February 2016, the FASB issued ASU No. 2016-02 Leases (Topic 842) intended to improve financial reporting for leasing transactions. The ASU requires organizations that lease assets – referred to as “lessees”- to recognize on the balance sheet the assets and liabilities for the rights and obligations created by those leases. With the acquisition of Bronx, the Company acquired various operating leases for eyecare locations, (see note 8). There were, however, no capital leases with respective liabilities to record on the balance sheet.
| 26 |
| L) | MARKETABLE SECURITIES |
The Company purchases marketable securities and engages in trading activities for its own account. Securities that are held principally for resale in the near term are recorded at fair value with changes in fair value included in earnings. Interest and dividends are included in net Interest Income.
| M) | Concentrations |
The
Company generated
| 27 |
NOTE 3 – RELATED PARTY TRANSACTIONS
Notes Payable-Related Party
As
of December 31, 2021 and 2020 there are
| Stock | Options | Gain | Total | |||||||||||||
| Notes payable | $ | $ | $ | $ | ||||||||||||
| Accrued interest | ||||||||||||||||
| Accrued wages | ||||||||||||||||
| Accounts payable | ||||||||||||||||
| Totals | $ | $ | $ | $ | ||||||||||||
Mr.
Reichman, our CEO, has rendered services to the Company and his wages have been accrued in accrued expenses at the period ended December
31, 2021, totaling $
Mrs.
Griffin, our President, has rendered services to the Company and her wages have been accrued in accrued expenses at the period ended
December 31, 2021, totaling $
On
December 13, 2012, the Company executed a note payable to an individual and board member in the amount of $
On
March 6, April 22, April 30, May 24, June 14, June 21, July 3, July 30, November 20, December 2, December 13, 2013, the Company executed
notes payable to an individual and board member in the total amount of $
On
January 2, January 21, April 24, May 19, July 28, August 26, and December 23, 2014, the Company executed notes payable to an individual
and board member in the total amount of $
On
February 11, April 21, May 6, June 8, June 15, July 17, August 19, October 20, 2015, and January 22, 2016, the Company executed notes
payable to an individual and board member in the total amount of $
On
February 28, 2013, the Company executed a note payable to a Trust and shareholder, whose Trustee is our CEO, in the amount of $,
interest accrues at % per annum, unsecured, due after of execution, and extended to . On December 19, 2020, the
loan and accrued interest were converted into shares of common stock and stock options. On December 31, 2020, the balance
of this loan is $
On
July 23, July 24, August 5, August 26, and September 13, 2013, the Company executed a note payable to a Trust and shareholder, whose
Trustee is our CEO, in the total amount of $, interest accrues at % per annum, unsecured, due after of execution. $
On
May 15, July 12, July 17, and November 22, 2013, the Company executed notes payable to a Trust and shareholder, whose Trustee is our
CEO, in the total amount of $, interest accrues at % per annum, unsecured, due after of execution, and extended to . On December 19, 2020, the loan and accrued interest were converted into shares of common stock and stock options.
On December 31, 2020, the balance of this loan is $
| 28 |
On
January 22, 2014, the Company executed a note agreement with a Trust and shareholder, whose Trustee is our CEO, in the amount of $,
interest accrues at % per annum, unsecured, due after of execution, and has been extended to . On December 19,
2020, the loan and accrued interest were converted into shares of common stock and stock options. On December 31, 2020,
the balance of this loan is $
On
April 7, 2014, April 17, 2014, June 6, 2014, July 18, 2014, and October 10, 2014, the Company executed note agreements with a Trust and
shareholder whose Trustee is our CEO, in various amounts totaling $, interest accrues at % per annum, unsecured, due after
of execution, and has been extended to . On December 19, 2020, the loan and accrued interest were converted into
shares of common stock and stock options. On December 31, 2020, the balance of this loan is $
On
October 10, 2014, the Company executed a note payable to a Trust and shareholder, whose Trustee is our CEO, in the amount of $,
interest accrues at % per annum, unsecured, due after of execution, but extended to . On December 19, 2020, the
loan and accrued interest were converted into shares of common stock and stock options. On December 31, 2020, the balance
of this loan is $
On
December 30, 2019, the Company executed a note payable to a Trust and shareholder, whose Trustee is our CEO, in the amount of $,
interest accrues at %, per annum, unsecured, due on
(b) Additional detail to all Notes Payable-Related Party is as follows:
SCHEDULE OF NOTES PAYABLE RELATED PARTY
| 2021 | 2020 | Interest | Interest Expense | |||||||||||||||||||
| Principal | Principal | Rate | 12/31/2021 | 12/31/2020 | Maturity | |||||||||||||||||
| $ | $ | % | $ | $ | ||||||||||||||||||
| % | ||||||||||||||||||||||
| % | ||||||||||||||||||||||
| % | ||||||||||||||||||||||
| % | ||||||||||||||||||||||
| % | ||||||||||||||||||||||
| % | ||||||||||||||||||||||
| % | ||||||||||||||||||||||
| % | ||||||||||||||||||||||
| % | ||||||||||||||||||||||
| % | ||||||||||||||||||||||
| % | ||||||||||||||||||||||
| % | N/A | |||||||||||||||||||||
| % | N/A | |||||||||||||||||||||
| % | ||||||||||||||||||||||
| % | ||||||||||||||||||||||
| % | ||||||||||||||||||||||
| % | ||||||||||||||||||||||
| % | ||||||||||||||||||||||
| $ | $ | $ | $ | |||||||||||||||||||
Due to Officers and Directors
Due
to officers consists of cash advances and expenses paid by Mr. Reichman in order to satisfy the expense needs of the Company. During
2021 Mr. Reichman advanced $
| 29 |
NOTE 4 – FIXED ASSETS
During
the year ended 2020, the Company wrote off all fixed assets purchased prior to 2019, that were fully depreciated. As part of the acquisition
of Bronx, the Company purchased $130,434 in fixed assets with accumulated depreciation of $
Fixed assets consist of the following:
SCHEDULE OF FIXED ASSETS
| 2021 | 2020 | |||||||
| Computer equipment | $ | $ | ||||||
| Furniture and fixtures | - | |||||||
| Equipment | - | |||||||
| Total fixed assets | ||||||||
| Accumulated Depreciation | ( | ) | ( | ) | ||||
| Net fixed assets | $ | $ | ||||||
| 30 |
NOTE 5 - NOTES PAYABLE
(a) NOTES PAYABLE IN DEFAULT:
Notes
payable in default consist of various notes bearing interest at rates from
During
2002, the Company settled a trade payable in litigation by executing a note payable to a Company in the amount of $
Also,
during 2002, in settlement of another trade payable, the Company executed a note payable to a Company in the amount of $
During
2000, the Company executed a note payable to an individual in the amount of $
In
2002, the Company settled an obligation with a consultant by executing a note payable for $
On
December 27, 2009, the Company executed a note payable to an individual for various advances to the Company in the amount of $
On
January 27, 2010, the Company executed a note payable to a corporation in the amount of $
On
August 28, 2012, and September 17, 2012, the Company executed a note payable to a corporation in the amount of $
On
April 12, 2012, the Company executed a note payable to a corporation in the amount of $
On
December 31, 2012, the Company executed a note payable to a corporation in the amount of $
On
March 11, 2014, the Company executed a note agreement with an LLC in the amount of $
On
January 31, 2014, the Company executed a note agreement with a corporation in the amount of $
| 31 |
None of the above notes are convertible or have any covenants.
(b) Additional detail to all Notes Payable in Default is as follows:
SCHEDULE OF NOTES PAYABLE
| 2021 | 2020 | Interest | Interest Expense | |||||||||||||||||||
| Principal | Principal | Rate | 12/31/2021 | 12/31/2020 | Maturity | |||||||||||||||||
| $ | % | |||||||||||||||||||||
| % | ||||||||||||||||||||||
| % | ||||||||||||||||||||||
| % | ||||||||||||||||||||||
| % | ||||||||||||||||||||||
| % | ||||||||||||||||||||||
| % | ||||||||||||||||||||||
| % | ||||||||||||||||||||||
| % | ||||||||||||||||||||||
| % | ||||||||||||||||||||||
| % | ||||||||||||||||||||||
| $ | $ | $ | $ | |||||||||||||||||||
(c) NOTES PAYABLE
Notes
payable consist of four notes bearing interest at rates from
On
July 20, 2021, the Company received cash from an individual in the amount of $
On
August 6, 2021, the Company received cash from an individual in the amount of $
On
December 31, 2021, the Company executed a note with an individual who had advanced funds throughout the year to assist management in
their cashflow needs. The total amount received at December 31, 2021 was $
In
September 2020, the Bronx received a Small Business Administration (“SBA”) Loan pursuant to the Economic Injury Disaster
Loan. The Company received a loan in the amount of $
| 32 |
Future maturities of notes payable are as follows:
SCHEDULE OF FUTURE MATURITIES OF NOTES PAYABLE
Year Ending December 31,
| 2022 | $ | |||
| 2023 | ||||
| 2024 | ||||
| 2025 | ||||
| 2026 | ||||
| Thereafter | ||||
| Total | $ |
At
December 31, 2021, and 2020, accrued interest on all outstanding notes payable and notes payable in default were $
(d) CONVERTIBLE DEBENTURE:
On
November 27, 2020, the Company executed a convertible debenture with a corporation in the amount of $
The
convertible debenture also contains a OID or original issue discount of $
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 $
| 33 |
NOTE 6 – INCOME TAXES
The Company follows the provisions of ASC 740, “Income Taxes.” This standard requires a company to determine whether it is more likely than not that a tax position will be sustained upon examination based upon the technical merits of the position. If the more-likely-than-not threshold is met, a company must measure the tax position to determine the amount to recognize in the financial statements. As a result of the implementation of this standard, the Company performed a review of its material tax positions in accordance with recognition and measurement standards established by ASC 740.
Deferred taxes are provided on a liability method whereby deferred tax assets are recognized for deductible temporary differences and operating loss and tax credit carry-forwards and deferred tax liabilities are recognized for taxable temporary differences. Temporary differences are the differences between the reported amounts of assets and liabilities and their tax basis. Deferred tax assets are reduced by a valuation allowance when, in the opinion of management, it is more likely than not that some portion or all the deferred tax assets will not be realized. Deferred tax assets and liabilities are adjusted for the effects of changes in tax laws and rates on the date of enactment.
Deferred tax assets and the valuation account are as follows:
SCHEDULE OF DEFERRED TAX ASSETS
| 2021 | 2020 | |||||||
| Deferred tax assets: | ||||||||
| NOL carryover | $ | $ | ||||||
| Valuation allowance | ( | ) | ( | ) | ||||
| Net deferred tax asset | $ | $ | ||||||
The
income tax provision differs from the amount of income tax determined by applying the U.S. federal and state income tax rates of
The components of income tax expense are as follows:
SCHEDULE OF COMPONENTS OF INCOME TAX EXPENSE
| 2021 | 2020 | |||||||
| Book loss | $ | ( | ) | $ | ( | ) | ||
| Stock based compensation | ||||||||
| Non-deductible expenses | ||||||||
| Unrealized/Realized gains or losses on Securities (net) | ( | ) | ||||||
| Change in NOL valuation allowance | ||||||||
| Income tax expense benefit | $ | $ | ||||||
The
Company currently has no issues creating timing differences that would mandate deferred tax expense. Net operating losses would create
possible tax assets in future years. Due to the uncertainty of the utilization of net operating loss carry forwards, a valuation allowance
has been made to the extent of any tax benefit that net operating losses may generate. A provision for income taxes has not been made
due to net operating loss carry-forwards of $
| 34 |
A reconciliation of the beginning and ending amount of unrecognized tax benefits is as follows:
SCHEDULE OF RECONCILIATION OF BEGINNING AND ENDING OF UNRECOGNIZED TAX BENEFITS
| 2021 | 2020 | |||||||
| December 31, | ||||||||
| 2021 | 2020 | |||||||
| Beginning balance | $ | $ | ||||||
| Additions based on tax positions related to current year | ||||||||
| Additions for tax positions of prior years | - | - | ||||||
| Reductions for tax positions of prior years | - | - | ||||||
| Reductions in benefit due to income tax expense | - | - | ||||||
| Ending balance | $ | $ | ||||||
The Company did not have any tax positions for which it is reasonably possible that the total amount of unrecognized tax benefits will significantly increase or decrease within the next 12 months.
The
Company includes interest and penalties arising from the underpayment of income taxes in the consolidated statements of operations in
the provision for income taxes. As of December 31, 2021, and 2020, the Company had
The tax years that remain subject to examination by major taxing jurisdictions are for the years ended December 31, 2021, 2020, 2019, 2018, 2017 and 2016.
NOTE 7 – STOCKHOLDERS’ DEFICIT
| A) | NUMBER OF SHARES AUTHORIZED |
The Board of Directors have authorized shares of common stock to be issued at a par value of $. As of December 31, 2021 and 2020, and shares of common stock are issued and outstanding, respectively.
| B) | PREFERRED STOCK |
The Board of Directors authorized 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.
| 35 |
During 2016, Board of Directors authorized the issuance of 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 shares of preferred were issued. The Series A Preferred Shares have the following features attached:
| 1) | Non-participating in the dividends to the Common Shareholders | |
| 2) | No Liquidation Preference | |
| 3) | ||
| 4) | No conversion rights | |
| 5) | Redemption Rights: The Series A shares shall be automatically redeemed upon (a) Mr. Reichman ceases to serve as an officer or director of the Company, (b) on the date that the Company’s shares or common stock first trade on any national securities exchange |
| C) | ISSUANCES OF COMMON STOCK |
On
May 6, 2020, the Board of Directors authorized the issuance of shares for services valued at $
On
June 24, 2020, the Board of Directors authorized the issuance of shares for services valued at $
On
September 3, 2020, the Board of Directors authorized the issuance of shares for services valued at $
On
September 23, 2020, the Board of Directors authorized the issuance of shares for services valued at $
On
November 18, 2020, the Board of Directors authorized the issuance of shares for investor relations (IR) and
marketing services valued at $
On
December 3, 2020, the Board of Directors authorized the issuance of shares for IR services valued at $
On
December 16, 2020, the Board of Directors authorized the issuance of shares for services valued at $
On
December 19, 2020, the Board of Directors authorized the issuance of shares for the conversion of related party notes payable
and accrued interest of $
On
December 19, 2020, the Board of Directors authorized the issuance of shares for the services valued $
On December 31, 2020, the Board of Directors authorized the issuance of shares previously “held for cancellation” shares that were issued in 2013 for services. No expense was recorded for this adjustment.
On
January 2, 2021, the Board of Directors authorized the issuance of shares for services valued at $
| 36 |
On
March 15, 2021, the Board of Directors authorized the issuance of shares for IR services valued at $
On
April 1, 2021, the Board of Directors authorized the issuance of shares for the acquisition of Bronx Family Eye Care, Inc.
The Acquisition was valued at $
On
April 7, 2021, the Board of Directors authorized the issuance of shares for services valued at $
On
June 30, 2021, the Board of Directors authorized the issuance of shares for services valued at $
On
June 7, 2021, Management renegotiated the contract service agreements with three professionals wherein the 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 shares being valued at $
On
August 11, 2021, the Board of Directors authorized the issuance of shares for legal services valued at $
On
September 29, 2021, the Board of Directors authorized the issuance of shares for medical advisory, charitable and other
services valued at $
On
November 1, 2021, the Board of Directors authorized the issuance of shares of common stock for services valued
at $
On
November 1, 2021,
On
December 31, 2021, the Board of Directors authorized the issuance of shares of common stock for services valued
at $
On December 31, 2021, the Board of Directors authorized a total of 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 shares of common stock had a fair value of $.
On
December 31, 2021, the Board of Directors authorized the issuance of shares of common stock for cash of $
| D) | 2007 OMNIBUS STOCK AND INCENTIVE PLAN |
On September 24, 2007, the Board of Directors authorized the creation of the 2007 Omnibus Stock and Incentive Plan (the “2007 Plan”). The 2007 Plan was approved by the stockholders on November 28, 2007. An aggregate of shares of common stock is reserved for issuance and available for awards under the 2007 Plan.
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Awards under the 2007 Plan may include non-qualified stock options, incentive stock options, stock appreciation rights (“SARs”), restricted shares of common stock, restricted units and performance awards. For a complete description of the Plan, see Global Tech’s Form 8-K filed with the SEC on November 7, 2007.
| E) | UNEARNED ESOP SHARES |
Effective January 1, 2009, the Company organized the Tree Top Industries Profit-Sharing Plan Trust, to manage the Company’s Employee Stock Option Profit-Sharing Plan (“the Plan”). On November 13, 2018, the Trust name was changed to Global Tech Industries Group Profit Sharing Plan Trust. At the direction of the Board of Directors, the Company annually issues share to the Trust for the future benefit of the employees of the Company. The plan allows the Board of Directors to issue shares to the Trust annually to be allocated to the participants.
The Plan was organized consistent with the requirements of Section 401(a) of the Internal Revenue Code of 1986; however, the Plan has not been administered as a qualified retirement plan, and therefore, the shares issued to the ESOP have not been deducted for federal tax purposes. The employee group is a Top-Heavy group of Key Employees, however, the plan will also cover all employees that are eligible. Eligibility occurs for each employee that is employed on the anniversary date of the Plan. Participation shall cease upon the termination of the employee services, on account of death, disability, retirement or the separation from the employer. Each year the Employer shall contribute either cash or stock of the Corporation, an amount to the Plan as shall be determined by the Board of Directors. The contributions vest as follows:
| For each of the first two years of Service | per year | |
| Each additional year of Service over two years | additional | |
| Full vesting after six years of Service |
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 $
No ESOP shares were issued for the 2021 or 2020 years.
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| F) | STOCK OPTIONS |
On December 19, 2020, in conjunction with the conversion of related party notes, accrued interest and compensation, the Company authorized the issuance of stock options with the following features:
| ● | One option allows for the purchase of one share of common stock | |
| ● | The strike price of the option is $ | |
| ● | The conversion term is from issuance date | |
| ● | All options are vested immediately |
The value of the options were determined using the Black-Scholes valuation method, and the Company uses the following methods to determine its underlying assumptions: expected volatilities are based on the historical monthly closing price of the Company’s common stock; the expected term is 2 year, the risk free interest rate used is based on the U.S Treasury implied yield zero-coupon issue with similar life terms to the expected life of the grant; and the expected divided yield is based on the current annual dividend. No compensation was recorded with the -option issuance as the $ valuation of the options granted did not exceed the recorded amount of debt it was converting.
| Assumptions: | 2020 | |||
| Assumptions applicable to stock options issued | ||||
| Risk-free interest rate | % | |||
| Expected lives (in years) | ||||
| Expected stock volatility | % | |||
| Dividend yield | ||||
SCHEDULE OF STOCK OPTIONS
| Weighted | Weighted | ||||||||||||||||
| Average | Average | Aggregate | |||||||||||||||
| Exercise | Remaining | Intrinsic | |||||||||||||||
| Shares | Price | Term | Value | ||||||||||||||
| Outstanding on January 1, 2020 | $ | - | $ | ||||||||||||||
| Granted | yrs | ||||||||||||||||
| Exercised | |||||||||||||||||
| Forfeited | |||||||||||||||||
| Outstanding on December 31,2020 | $ | yrs | $ | ||||||||||||||
| Granted | |||||||||||||||||
| Exercised | |||||||||||||||||
| Forfeited | |||||||||||||||||
| Outstanding on December 31, 2021 | $ | yrs | $ | ||||||||||||||
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| G) | WARRANTS |
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
| Assumptions: | 2021 Warrants | |||
| Assumptions applicable to stock options issued | ||||
| Risk-free interest rate | % | |||
| Expected lives (in years) | ||||
| Expected stock volatility | % | |||
| Dividend yield |
Warrant transactions are as follows:
SCHEDULE OF STOCK WARRANTS ACTIVITIES
| Weighted | Weighted | ||||||||||||||||
| Average | Average | Aggregate | |||||||||||||||
| Exercise | Remaining | Intrinsic | |||||||||||||||
| Shares | Price | Term | Value | ||||||||||||||
| Outstanding at January 1, 2020 | $ | $ | |||||||||||||||
| Granted | |||||||||||||||||
| Exercised | |||||||||||||||||
| Forfeited | |||||||||||||||||
| Outstanding at December 31, 2020 | $ | $ | |||||||||||||||
| Granted | yrs | $ | |||||||||||||||
| Exercised | ( | ) | ( | ) | |||||||||||||
| Forfeited | |||||||||||||||||
| Outstanding at December 31, 2021 | $ | yrs | $ | ||||||||||||||
| H) | OTHER |
During
the years ended December 31, 2021 and 2020, the Company recorded imputed interest on a non-interest-bearing note in the amount of $
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NOTE 8- COMMITMENTS AND CONTINGENCIES
| A) | LEASES |
Global Tech Industries Group, Inc. currently does not lease, rent or own any property, however our subsidiary Bronx has entered into the following leases:
In
June 2016, we entered into a month-to-month lease for retail space at 432 East 149th St. in Bronx, NY. Every year in June,
there is a
In June 2016, we entered into a month-to-month lease for retail space at 2336 Grand Concourse. in Bronx, NY.
In
2020 base rent was performance based and monthly totals ranged between $
In
September 1, 2018, we entered a
In
November 2020, we entered a
Two of our leases are month to month and are considered short-term operating leases and are precluded from being recognized as Right-of Use assets, however, our other two leases with long terms have been reported as ROU asset in the property, plant and equipment category, with offsetting operating lease liabilities, both current and long-term.
All of our retail leases include fixed rental payments. In addition, we also commonly enter into leases under which the lease payments increase at pre-determined dates based on a 3% cost of living increase. While some of our leases are gross leases, we also have leases in which we make separate payments to the lessor based on the lessor’s property and casualty insurance costs and the property taxes assessed on the property, as well as a portion of the common are maintenance associated with the property. We have elected the practical expedient method and do not separate lease and non-lease components for all of our building leases.
During 2021 and 2020, we recognized rent expense associated with our leases as follows:
SCHEDULE OF LEASE COST
| 2021 | 2020 | |||||||
| Operating lease costs: | ||||||||
| Fixed Rent expense | $ | $ | - | |||||
| Net lease cost | $ | $ | - | |||||
| Lease cost – General & administrative | $ | $ | - | |||||
| Net lease cost | $ | $ | - | |||||
The future payments due under operating leases as of December 31, 2021 is as follows:
Due in:
SCHEDULE OF operating leases payments due
| 2022 | $ | |||
| 2023 | ||||
| 2024 | ||||
| Total future payments | ||||
| Less effects of discounting | ( | ) | ||
| Lease liability recognized | $ |
As
of December 31, 2021, the weighted average remaining lease term for our operating leases is
Because
we generally do not have access to the rate implicit in the lease, we utilize our incremental borrowing rate as the discount rate. The
weighted average discount rate associated with operating leases as of December 31, 2021 is
| B) | LITIGATION |
During
March 2013, the Company was named in an action pertaining to the
On February 3, 2017, the Company filed suit in Eastern District Federal Court New York against American Resource Technologies, Inc., (ARUR) and several directors and officers relating to the Chautauqua County Court Kansas decision nullifying the acquisition Agreement of ARUR. The Company has made several attempts to recover the shares of GTII stock paid to ARUR for the asset acquisition and the various costs and expenses expended by GTII in fulfillment of its obligations under the contract with ARUR. The failure of non-litigation attempts to resolve the matter resulted in filing an action for declaratory judgment in the US District Court for the Eastern District of New York, Docket No. 17-CV-0698. The case was subsequently withdrawn due to the close of ARUR operations. During the 2nd quarter 2020, the Company was successful in recalling the shares and cancelling them from the shareholders list.
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On December 30, 2016, the Company executed a stock purchase agreement (the “Agreement”), which was signed and closed in Hong Kong, with GoFun Group, Ltd. through its wholly owned subsidiary Go F & B Holdings, Ltd. GoFun Group, Ltd. is a privately held company running a casual dining restaurant business, based in Hong Kong. Subsequent to the agreement being signed, GoFun Group failed to substantially perform under the agreement, including, but not limited to providing audited financials of its assets, making the ongoing payments called for in the agreement, along with other matters that led Global Tech to initiate litigation in the United States. Currently, Global Tech and GoFun are litigating the matter in the U.S District Court for the Southern District of New York, Docket No.17-CV-03727 . On October 2, 2019, the Company was able to secure, via preliminary settlement, the return of shares of the Company’s stock out of the original that were issued in good faith to GoFun in anticipation of a final stock exchange. That stock has been returned to the Company’s treasury and cancelled. On May 14, 2021, the Superior Court of New Jersey, Chancery Division: Monmouth County (docket no. PAS-MON-C-60-21) issued an order restraining the removal of restrictive legends on the remaining shares of stock, pending further order of the New Jersey Court. The underlying matter currently in the U.S. district Court for the Southern District of New York, remains pending.
.
On December 30, 2019, a dispute between the Company and its counsel regarding the GoFun matter, above, resulted in a filing, and subsequent settlement, of an action in the Supreme Court of the State of New York for the County of New York (Index No. 656396/2019). Pursuant to the settlement, counsel for the Company accepted previously-issued shares as full payment for all legal work, expenses, costs, and other fees.
On March 17, 2021, the Company filed an action against Pacific Technologies Group, Inc., Rollings Hills Oil and Gas Inc., Demand Brands, Inc., Innovativ Media Group, Inc., Tom Coleman, and Bruce Hannan, in the Supreme Court of the State of New York, County of New York (Index No. 651771/2021), alleging fraud, rescission and cancellation of a written instrument, unconscionability, breach of contract, breach of good faith and fair dealing, unjust enrichment, and civil conspiracy. The action stems from a stock purchase agreement entered into by the Company and Pacific Technologies Group, Inc. (then known as Demand Brands, Inc.) on October 16, 2018. On May 22, defendants filed a motion seeking additional time to answer. As of December 31, 2021, no ruling on that motion has been entered.
On August 16, 2021, the Company filed an action against David Wells, in the United States District Court for the Southern District of New York (Case 1:21-cv-06891) seeking injunctive relief and relinquishment of shares held in the name of David Wells. As of December 31, 2021, David Wells has not yet filed an answer to the Company’s complaint. On November 11, 2021, David Wells filed an action against GTII in the United States District Court for the District of Nevada, (Case 2:21-cv-02040) claiming a violation of the duty to register transfer of shares. As of December 31, 2021, the parties are engaged in briefing jurisdictional motions.
On August 24, 2021, the Company filed an application for a temporary restraining (“TRO”) order in the Superior Court of New Jersey, Chancery Division: Monmouth County (Docket No.: Mon-C-132-21) seeking to restrain Liberty Stock Transfer, Inc. from removing restrictive legends from shares of Company stock held in the name of International Monetary, as well as from transferring said shares. The Court granted the TRO effective until September 28, 2021. On September 28, 2021, the Court declined to issue any further restraints.
In the interim, on September 16, 2021, International Monetary filed an action against the Company in Clark County, Nevada (Case No: A-21-841175-B) alleging breach of contract and breach good faith and fair dealing, as well as a request for declaratory relief, and temporary restraining order and preliminary injunction. On September 30, 2021, the Company filed a notice of removal of the action to the United States District Court for the District of Nevada (Case 2:21-cv-01820), as well as a request for a temporary restraining order enjoining International Monetary from taking any action to remove the restrictive legend shares from Company shares held in its name. On October 14, 2021, International Monetary filed a motion to strike the petition for removal. As of December 31, 2021, no ruling on that motion has been entered.
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| C) | EMPLOYMENT AGREEMENT |
Effective
October 1, 2007, the Company entered into a -year employment agreement with David Reichman, Chief Executive Officer, pursuant to which
Mr. Reichman was paid an annual salary of $
Effective
April 1, 2009, the Company entered into a -year employment agreement with Kathy Griffin, President, pursuant to which Mrs. Griffin
was paid an annual salary of $
Effective
April 1, 2021, the Company entered into a -month
employment agreement with Nikolay Bitsenko the Senior Optometrist, pursuant to which Mr. Bitsenko was paid an annual salary of
$
Effective
April 1, 2021, the Company entered into an -month
employment agreement with Michael Andreyev, a Staff Optometrist pursuant to which Mr. Andreyev was paid an annual salary of $
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NOTE 9 - MARKETABLE SECURITIES
The
Company has acquired various shares of Marketable Securities over the past several years and engages in trading activities for its own
account. The Company’s marketable securities are listed on various exchanges with readily determinable fair value per the guidance
of ASC 321, “Investments – Equity Securities.” The fair value of these shares on December 31, 2021, and 2020 amounted
to $
NOTE 11 - SUBSEQUENT EVENTS
The Company has evaluated events occurring after December 31, 2021 through the date these financial statements were issued and noted the following items requiring disclosure:
On January 4, 2022, the Board of Directors authorized the issuance of shares of common stock for art procurement consulting.
On January 10, 2022, GTII executed a memorandum of understanding with DTXS Auction, Ltd., a wholly-owned subsidiary of DTXS Silk Road Investment Holdings Company, Ltd., (HKSE code 0620). On January 31, 2022, GTII executed a proposal sheet with DTXS Auction, Ltd., for the proposed exchange of shares of the Company’s common stock for shares of the common stock of DTXS Silk Road Investment Holdings Company, Ltd. The proposal sheet provides that, in consideration for the share exchange, DTXS will (a) develop a Chinatown art district within the Company’s planned Metaverse and (b) provide the Company with access to Chinese art pieces that it owns, controls or has access to, from eras of Chinese antiquity.
Also on January 10, 2022, GTII executed an irrevocable gift agreement with Icahn School of Medicine at Mount Sinai for the donation of shares of the Company’s common stock over each of the next three years, inclusive of 2022.
On January 17, 2022, GTII executed a memorandum of understanding with TCG Gaming B.V., a Netherlands based metaverse development company, for the lease of a plot of virtual land in the TCG World metaverse.
On
January 18, 2022, Classroom Salon Holdings, LLC, executed membership interest purchase agreements, as well as assignments of membership
interests, resulting in the potential acquisition of
On
January 16, 2014 and updated and revised on February 25, 2022, Classroom Salon, LLC signed a licensing agreement with Carnegie Mellon
University for the purpose of further development of the licensed technology. As part of the agreement, Carnegie Mellon acquired an ownership
interest of
| (i) | Submission of a revised business plan to Carnegie Mellon, solely acceptable to Carnegie Mellon, by April 30, 2022. | |
| (ii) | Execution of agreement(s) with any development partner(s) involving the Licensed Technology to be completed no later than December 31, 2022. | |
| (iii) | Funding
of $ | |
| (iv) | Rebranded product specification of a Licensed Product to be developed and preliminary market testing of a Licensed Product to be completed by July 31, 2024. | |
| (v) | Commercial product introduction of a Licensed Product to be achieved by January 31, 2025. | |
| (vi) | Minimum revenues during the three years specified below must meet the following schedule: |
| a) | Year
ending 2025 = $ | ||
| b) | Year
ending 2026 = $ | ||
| c) | Year
ending 2027 = $ |
Carnegie
Mellon is entitled to a royalty of
The licensed technology is the following: Title: Media Annotation Visualization Tools and Techniques, and an Aggregate-Behavior Visualization System Utilizing Such Tools and Techniques. (patent no. 10/061,756)
Following December 31, 2021, there was a difference in interpretation of the terms of the purchase agreement between the Company and Bronx Family Eye Care Inc. We have since agreed on the terms and are currently working on executing an amendment to the purchase agreement.
On March 9, 2022, GTII executed a non-binding Letter of Intent with Wildfire Media Corp, relating to the acquisition of the assets and liabilities of 1-800-Law-Firm, PLLC, a Delaware Corporation.
On March 17, 2022, the Board of Directors authorized the issuance of shares of common stock for legal services performed.
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ITEM 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosures
ITEM 9A. CONTROLS AND PROCEDURES
Disclosure controls and procedures are controls and other procedures that are designed to ensure that information we are required to disclose is recorded, processed, summarized and reported, within the time periods specified in the rules and forms of the Commission. David Reichman, our Chief Executive Officer and our Principal Accounting Officer, is responsible for establishing and maintaining our disclosure controls and procedures.
Under the supervision and with the participation of our management, including the Chief Executive Officer and Chief Financial Officer, we have evaluated the effectiveness of our disclosure controls and procedures (as defined in Rule 13a-15(e) and Rule 15d-15(e) of the Exchange Act) as of the end of the period covered by this report. The disclosure controls and procedures ensure that all information required to be disclosed by us in the reports that we file or submit under the Exchange Act is: (i) recorded, processed, summarized and reported, within the time periods specified in the SEC’s rule and forms; and (ii) accumulated and communicated to our management as appropriate to allow timely decisions regarding required disclosure. Based on that evaluation, management concluded that our controls were not effective as of December 31, 2021.
Management’s Annual Report on Internal Control over Financial Reporting
Our management is responsible to establish and maintain adequate internal control over financial reporting. Our Chief Executive Officer and Chief Financial Officer are responsible to design or supervise a process that provides reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. The policies and procedures include:
● maintenance of records in reasonable detail to accurately and fairly reflect the transactions and dispositions of assets,
● reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures are being made only in accordance with authorizations of management and directors, and
● reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of assets that could have a material effect on our financial statements.
Internal control over financial reporting cannot provide absolute assurance of achieving financial reporting objectives because of its inherent limitations, including the possibility of human error and circumvention by collusion or overriding of controls. Accordingly, even an effective internal control system may not prevent or detect material misstatements on a timely basis. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions or that the degree of compliance with the policies or procedures may deteriorate.
For the year ended December 31, 2021, our management has relied on the Committee of Sponsoring Organizations of the Treadway Commission (COSO - 2013), “Internal Control - Integrated Framework,” to evaluate the effectiveness of our internal control over financial reporting. Based upon that framework, management concluded that our internal control over financial reporting had material weaknesses and was not effective as of December 31, 2021. A material weakness is a deficiency, or combination thereof, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of the Company’s annual or interim financial statements will not be prevented or detected on a timely basis.
The material weaknesses relate to the limited number of persons responsible for the recording and reporting of financial information, the lack of separation of financial reporting duties, and the limited size of our management team in general. We are in the process of evaluating methods of improving our internal control over financial reporting, including the possible addition of financial reporting staff and the increased separation of financial reporting responsibility, and intend to implement such steps as are necessary and possible to correct these material weaknesses.
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This annual report does not include an attestation report of the Company’s registered public accounting firm regarding internal control over financial reporting. Management’s report was not subject to attestation requirements by the company’s registered public accounting firm pursuant to temporary rules of the Securities and Exchange Commission that permit the company to provide only management’s report in this annual report.
Changes in Internal Controls over Financial Reporting
During the year ended December 31, 2021, there was no significant change in our internal controls over financial reporting or in other factors that materially affected, or are reasonably likely to materially affect, our internal controls over financial reporting.
Inherent Limitations over Internal Controls
GTII’s management does not expect that its disclosure controls or its internal control over financial reporting will prevent or detect all error and all fraud. A control system, no matter how well designed and operated, can provide only reasonable, not absolute, assurance that the control system’s objectives will be met. The design of a control system must reflect the fact that there are resource constraints, and the benefits of controls must be considered relative to their costs. Further, because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that misstatements due to error or fraud will not occur or that all control issues and instances of fraud, if any, within GTII have been detected. These inherent limitations include the realities that judgments in decision making can be faulty and that breakdowns can occur because of simple error or mistake. Controls can also be circumvented by the individual acts of some persons, by collusion of two or more people, or management override of the controls. The design of any system of controls is based in part on certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions. Projections of any evaluation of controls effectiveness to future periods are subject to risks. Over time, controls may become inadequate because of changes in conditions or deterioration in the degree of compliance with policies or procedures.
Our disclosure controls and procedures are designed to provide reasonable assurance of that our reports will be accurate. Our Chief Executive Officer and Principal Accounting Officer concludes that our disclosure controls and procedures were not effective at that reasonable assurance level, as of the end of the period covered by this Form 10-K due to the lack of sufficient segregation of duties and the lack of appropriate personnel. The Company plans to address these material weaknesses as resources become available by hiring additional professional staff, such as a Chief Financial Officer, as funding becomes available, outsourcing certain aspects of the recording and reporting functions, and separating responsibilities. Our future reports shall also indicate that our disclosure controls and procedures are designed for this reason and shall indicate the related conclusion by the Chief Executive Officer and Principal Accounting Officer as to their effectiveness.
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PART III
ITEM 10. DIRECTORS, EXECUTIVE OFFICERS, AND CORPORATE GOVERNANCE.
The following table sets forth information about our executive officers and directors:
| Name | Age | Position | ||
| David Reichman | 77 | Chief Executive Officer and Chairman of the Board of Directors | ||
| Kathy M. Griffin | 67 | President and Director | ||
| Frank Benintendo | 76 | Secretary and Director | ||
| Donald Gilbert | 85 | Director and Chairman of Audit Committee | ||
| Michael Valle | 65 | Director |
Directors serve until the next annual meeting and until their successors are elected and qualified. The directors of our company are elected by the vote of a majority in interest of the holders of the voting stock of our company and hold office until the expiration of the term for which he or she was elected and until a successor has been elected and qualified.
A majority of the authorized number of directors constitutes a quorum of the Board for the transaction of business. The directors must be present in person or telephonically at the meeting to constitute a quorum. However, any action required or permitted to be taken by the Board may be taken without a meeting if all members of the Board individually or collectively consent in writing to the action.
Directors may receive compensation for their services and reimbursement for their expenses as shall be determined from time to time by resolution of the Board. Our directors currently do not receive monetary compensation for their service on the Board of Directors.
Officers are appointed to serve until such time as their successors have been duly appointed by the Board of Directors.
The principal occupations for the past five years (and, in some instances, for prior years) of each of our executive officers and directors, followed by our key employees, are as follows:
Officers
David Reichman – CEO
Mr. Reichman has been the CEO of Global Tech Industries Group, Inc. for eighteen years. Prior to that, Mr. Reichman maintained a Business Management and Tax Law consulting group, and he is licensed by the US Treasury /Internal Revenue Service. In addition, Mr. Reichman was a Co-General Partner and Tax Matters Partner in Harrison Re-cycling Associates, a company that operated the first recycling equipment for non-biodegradable Styrofoam and Styrene plastic in North America. Previously, Mr. Reichman had worked for The American Express Company, where he held several positions, including Manager of Budget and Cost. During his tenure at American Express, he developed, along with Control Data Corporation, a Flexible Budgeting System for Management Control of International Operations, and the use of Time-Share computer equipment. Mr. Reichman’s education includes an MBA from Northeastern University, through the Harvard Case Study Program, as well as specialized education in business and scientific theory from The Wharton School of University of Pennsylvania and IBM Systems Scientific Institute. Mr. Reichman resides in New York City.
Kathy M. Griffin – President
Mrs. Griffin, President of Global Tech Industries Group, Inc., is also member of the Board of Directors and has been with the Global Tech Industries Group for eleven years. Prior to that, Mrs. Griffin worked in marketing and sales, new business development and general business management. She started her career at Superior Brands, Inc., where from December 1977 to December 1990 she held several positions, including internationals Marketing Manager. She was responsible for the successful start-up and implementation of the first international joint venture for Superior Brands, Inc. In addition, she managed Koning US, Inc., a consumer products marketing company from 1993 to 2004, and, from January 2006 to February 2009, was employed as an executive in the New Business Development Group, by Specialized Technology Resources, Inc., a global provider of supply chain, corporate social responsibility, and consulting services. Mrs. Griffin’s education includes a bachelor’s degree from Boston College University, and a master’s degree in Public Administration from the University of Massachusetts John McCormick Graduate School of Policy and Global Studies.
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Frank Benintendo - Secretary
Frank Benintendo, secretary of the company, has been a director since 2004. Mr., Benintendo has spent over 45 years in the graphic arts/marketing field and was Chief Creative Officer of Popcorn Indiana, Inc., a Goldman Sachs investment portfolio company from 2003 to 2015, which was sold to Eagle Brands. Today, Mr. Benintendo runs his own creative/marketing consulting firm, FBI Designs, Inc. working in the Consumer Goods Product area. Mr. Benintendo’s skills and background were attractive to Global Tech Industries Group, Inc. since it had no creative/marketing staff. Mr. Benintendo’s design firm designed the current Global Tech Industries Group logo and worked several versions of its website, including the current iteration.
Directors
David Reichman, Chairman of the Board, has been the CEO of Global Tech Industries Group, Inc. for eighteen years. Prior to that, Mr. Reichman maintained a Business Management and Tax Law consulting group, and he is licensed by the US Treasury /Internal Revenue Service. In addition, Mr. Reichman was a Co-General Partner and Tax Matters Partner in Harrison Re-cycling Associates, a company that operated the first recycling equipment for non-biodegradable Styrofoam and Styrene plastic in North America. Previously, Mr. Reichman had worked for The American Express Company, where he held several positions, including Manager of Budget and Cost. During his tenure at American Express, he developed, along with Control Data Corporation, a Flexible Budgeting System for Management Control of International Operations, and the use of Time-Share computer equipment. Mr. Reichman’s education includes an MBA from Northeastern University, through the Harvard Case Study Program, as well as specialized education in business and scientific theory from The Wharton School of University of Pennsylvania and IBM Systems Scientific Institute. Mr. Reichman resides in New York City.
Kathy M. Griffin, President of Global Tech Industries Group, Inc., is also member of the Board of Directors and has been with the Global Tech Industries Group for eleven years. Prior to that, Mrs. Griffin worked in marketing and sales, new business development and general business management. She started her career at Superior Brands, Inc., where from December 1977 to December 1990 she held several positions, including internationals Marketing Manager. She was responsible for the successful start-up and implementation of the first international joint venture for Superior Brands, Inc. In addition, she managed Koning US, Inc., a consumer products marketing company from 1993 to 2004, and, from January 2006 to February 2009, was employed as an executive in the New Business Development Group, by Specialized Technology Resources, Inc., a global provider of supply chain, corporate social responsibility, and consulting services. Mrs. Griffin’s education includes a bachelor’s degree from Boston College University, and a master’s degree in Public Administration from the University of Massachusetts John McCormick Graduate School of Policy and Global Studies.
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Frank Benintendo has been a Director and Secretary since 2004. Mr., Benintendo has spent over 45 years in the graphic arts/marketing field and was Chief Creative Officer of Popcorn Indiana, Inc., a Goldman Sachs investment portfolio company from 2003 to 2015, which was sold to Eagle Brands. Today, Mr. Benintendo runs his own creative/marketing consulting firm, FBI Designs, Inc. working in the Consumer Goods Product area. Mr. Benintendo’s skills and background were attractive to Global Tech Industries Group, Inc. since it had no creative/marketing staff. Mr. Benintendo’s design firm designed the current Global Tech Industries Group logo and worked several versions of its website, including the current iteration.
Don Gilbert, PhD: has been a director since 2006. Mr. Gilbert has been an Enrolled Agent, licensed to practice before the U.S. Treasury Department and Department of Taxation in all fifty states. Mr. Gilbert served the US Treasury for 35 years in various legal and tax-related managerial positions. For the past 17, years, he has worked in the corporate world with executives across the country. Mr. Gilbert has business connections that have been helpful to Global Tech Industries Group.
Michael Valle previously served on the board of directors, from 2004 but resigned for personal reasons in December 2009. Mr. Valle since then has return to the board as a director in 2016. The board welcomed his return to the board because he has worked in the financial industry in New York for much of his career, where he served as Vice President of Investments for Smith Barney and Paine Webber, among other financial institutions. When Mr. Valle left the financial industry, he taught Finance and Economics for 5 years. For the past ten years, Mr. Valle has worked as a Sales Representative for Better Way Mortgages.
Family Relationships
There are no family relationships among our executive officers and directors.
Board Leadership Structure and Role in Risk Oversight
Although we have not adopted a formal policy on whether the Chairman and Chief Executive Officer positions should be separate or combined, we have determined that it is in the best interests of the Company and its shareholders for these positions to remain combined. However, the board of directors has created the position of Vice-Chairman to secure the continuity of the chain of command in case one or all the officers are unable to carry out their responsibilities for a period of time, and to further ensure that responsible management of the company moves forward unhindered.
Our Board of Directors focuses on the most significant risks facing our company and our company’s general risk management strategy, and ensure that risks undertaken by our Company are consistent with the Board’s appetite for risk. While the Board oversees our company’s risk management, management is responsible for day-to-day risk management processes. We believe this division of responsibilities is the most effective approach for addressing the risks facing our company and that our Board leadership structure supports this approach.
On September 29, 2021, all officers and directors signed an acknowledgement of the Company’s policy regarding avoidance of insider trading. This policy seeks to prevent insider trading on material non-public information by any officers and directors.
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Limitation of Liability and Indemnification of Officers and Directors
Under Nevada General Corporation Law and our articles of incorporation, our directors will have no personal liability to us or our stockholders for monetary damages incurred as the result of the breach or alleged breach by a director of his “duty of care.” This provision does not apply to the directors’ (i) acts or omissions that involve intentional misconduct or a knowing and culpable violation of law, (ii) acts or omissions that a director believes to be contrary to the best interests of the corporation or our shareholders or that involve the absence of good faith on the part of the director, (iii) approval of any transaction from which a director derives an improper personal benefit, (iv) acts or omissions that show a reckless disregard for the director’s duty to the corporation or our shareholders in circumstances in which the director was aware, or should have been aware, in the ordinary course of performing a director’s duties, of a risk of serious injury to the corporation or our shareholders, (v) acts or omissions that constituted an unexcused pattern of inattention that amounts to an abdication of the director’s duty to the corporation or our shareholders, or (vi) approval of an unlawful dividend, distribution, stock repurchase or redemption. This provision would generally absolve directors of personal liability for negligence in the performance of duties, including gross negligence.
The effect of this provision in our articles of incorporation is to eliminate the rights of the Company and our stockholders (through stockholder’s derivative suits on behalf of the Company to recover monetary damages against a director for breach of his fiduciary duty of care as a director (including breaches resulting from negligent or grossly negligent behavior) except in the situations described in clauses (i) through (vi) above. This provision does not limit nor eliminate the rights of the Company or any stockholder to seek non-monetary relief such as an injunction or rescission in the event of a breach of a director’s duty of care. In addition, our Articles of Incorporation provide that if Nevada law is amended to authorize the future elimination or limitation of the liability of a director, then the liability of the directors will be eliminated or limited to the fullest extent permitted by the law, as amended. Nevada General Corporation Law grants corporations the right to indemnify their directors, officers, employees and agents in accordance with applicable law. Our bylaws provide for indemnification of such persons to the full extent allowable under applicable law. These provisions will not alter the liability of the directors under federal securities laws.
We intend to enter into agreements to indemnify our directors and officers, in addition to the indemnification provided for in our bylaws. These agreements, among other things, indemnify our directors and officers for certain expenses (including attorneys’ fees), judgments, fines, and settlement amounts incurred by any such person in any action or proceeding, including any action by or in the right of the Company, arising out of such person’s services as a director or officer of the Company, any subsidiary of the Company or any other company or enterprise to which the person provides services at the request of the Company. We believe that these provisions and agreements are necessary to attract and retain qualified directors and officers.
Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers or persons controlling the Company pursuant to the foregoing provisions, the Company has been informed that in the opinion of the Securities and Exchange Commission, such indemnification is against public policy as expressed in the Securities Act and is therefore unenforceable.
Involvement in Certain Legal Proceedings
To our knowledge, during the past ten years, none of our directors, executive officers, promoters, control persons, or nominees has been:
| ● | the subject of any bankruptcy petition filed by or against any business of which such person was a general partner or executive officer either at the time of the bankruptcy or within two years prior to that time; | |
| ● | convicted in a criminal proceeding or is subject to a pending criminal proceeding (excluding traffic violations and other minor offenses); | |
| ● | subject to any order, judgment, or decree, not subsequently reversed, suspended or vacated, of any court of competent jurisdiction or any Federal or State authority, permanently or temporarily enjoining, barring, suspending or otherwise limiting his involvement in any type of business, securities or banking activities; |
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| ● | found by a court of competent jurisdiction (in a civil action), the Commission or the Commodity Futures Trading Commission to have violated a federal or state securities or commodities law. | |
| ● | the subject of, or a party to, any Federal or State judicial or administrative order, judgment, decree, or finding, not subsequently reversed, suspended or vacated, relating to an alleged violation of (a) any Federal or State securities or commodities law or regulation; (b) any law or regulation respecting financial institutions or insurance companies including, but not limited to, a temporary or permanent injunction, order of disgorgement or restitution, civil money penalty or temporary or permanent cease-and-desist order, or removal or prohibition order; or (c) any law or regulation prohibiting mail or wire fraud or fraud in connection with any business entity; or | |
| ● | the subject of, or a party to, any sanction or order, not subsequently reversed, suspended or vacated, of any self-regulatory organization (as defined in Section 3(a)(26) of the Exchange Act (15 U.S.C. 78c(a)(26))), any registered entity (as defined in Section 1(a)(29) of the Commodity Exchange Act (7 U.S.C. 1(a)(29))), or any equivalent exchange, association, entity or organization that has disciplinary authority over its members or persons associated with a member. |
Board Committees
Audit Committee. Our board of directors has appointed an audit committee. During our fiscal year ended December 31, 2021, our audit committee is comprised of Donald Gilbert. Mr. Gilbert is the sole member of the Audit Committee. Our audit committee is authorized to:
| ● | appoint, compensate, and oversee the work of any registered public accounting firm employed by us; | |
| ● | resolve any disagreements between management and the auditor regarding financial reporting; | |
| ● | pre-approve all auditing and non-audit services; | |
| ● | retain independent counsel, accountants, or others to advise the audit committee or assist in the conduct of an investigation; | |
| ● | meet with our officers, external auditors, or outside counsel, as necessary; and | |
| ● | oversee that management has established and maintained processes to assure our compliance with all applicable laws, regulations and corporate policy. |
The audit committee did not hold any meetings during the fiscal year ended December 31, 2021.
Compensation Committee. Our compensation committee is comprised of Kathy Griffin and Frank Benintendo. Our compensation committee is authorized to:
| ● | discharge the responsibilities of the board of directors relating to compensation of the directors, executive officers, key employees and service providers; | |
| ● | assist the board of directors in establishing appropriate incentive compensation and equity-based plans and to administer such plans; | |
| ● | oversee the annual process of evaluation of the performance of our management; |
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Nominating Committee. The Company does not currently have a nominating committee but may form one in the future. When formed, the nominating committee will be authorized to:
| ● | assist the board of directors by identifying qualified candidates for director nominees, and to recommend to the board of directors the director nominees for the next annual meeting of shareholders; | |
| ● | lead the board of directors in its annual review of its performance; | |
| ● | recommend to the board director nominees for each committee of the board of directors; and |
| ● | develop and recommend to the board of directors’ corporate governance guidelines applicable to us. |
Executive Committee, Our Executive Committee is comprised of David Reichman, Kathy Griffin, Frank Benintendo and Donald Gilbert. Our Executive committee is authorized to:
| ● | Act on behalf of the Board of Directors to recommend any action in the execution of its fiduciary responsibility that benefits or appears to benefit the shareholders and the Company’s mission |
On August 19, 2021, the board established the Board Compensation Committee, comprised of Kathy Griffin and Frank Benintendo. The purpose of this committee is to absorb the compensation committee’s authority to explores compensation for officers and directors. The committee is authorized to:
| ● | Explore any means of compensation, when appropriate, including but not limited to capital raise, and/or sale of restricted stock held by officers and board members |
Report of the Audit Committee
Our audit committee has reviewed and discussed our audited financial statements for the fiscal year ended December 31, 2021, with senior management. The audit committee has also discussed with Heaton & Company, PLLC the Company’s independent registered public accounting firm, the matters required to be discussed by the statement on Auditing Standards No. 61, Communication with Audit Committees, and received the written disclosures and the letter from Heaton & Company, PLLC, as required by Independence Standards Board Standard No. 1, Independence Discussion with Audit Committees. The audit committee has discussed with Heaton & Company, PLLC, the independence of Heaton & Company, PLLC as our auditors. Finally, in considering whether the independent auditors’ provision of non-audit services to us is compatible with the auditors’ independence for Heaton & Company, PLLC, our audit committee has recommended to the board of directors that our audited financial statements be included in our Annual Report on Form 10-K for the fiscal year ended December 31, 2021, for filing with the United States Securities and Exchange Commission. Our audit committee did not submit a formal report regarding its findings.
AUDIT COMMITTEE
Donald Gilbert
Notwithstanding anything to the contrary set forth in any of our previous or future filings under the United States Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended, that might incorporate this report in future filings with the Securities and Exchange Commission, in whole or in part, the foregoing report shall not be deemed to be incorporated by reference into any such filing.
Indebtedness of Executive Officers
No executive officer, director or any member of these individuals’ immediate families or any corporation or organization with whom any of these individuals is an affiliate is or has been indebted to us since the beginning of our last fiscal year.
Section 16(a) Beneficial Ownership Reporting Compliance
Section 16(a) of the Exchange Act requires the Company’s directors, executive officers and persons who own more than 10% of the Company’s stock (collectively, “Reporting Persons”) to file with the SEC initial reports of ownership and changes in ownership of the Company’s common stock. Reporting Persons are required by SEC regulations to furnish the Company with copies of all Section 16(a) reports they file. To the Company’s knowledge, based solely on its review of the copies of such reports received or written representations from certain Reporting Persons that no other reports were required, the Company believes that during its fiscal year ended December 31, 2020, all Reporting Persons timely complied with all applicable filing requirements.
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ITEM 11. EXECUTIVE COMPENSATION.
Compensation Discussion and Analysis
The following Compensation Discussion and Analysis describes the material elements of compensation for our executive officers identified in the Summary Compensation Table (“Named Executive Officers”), and executive officers that we may hire in the future. As more fully described below, our board of directors approves all decisions for the total direct compensation of our executive officers, including the Named Executive Officers brought forward by the Compensation Committee.
Compensation Program Objectives and Rewards
Our compensation philosophy is based on the premise of attracting, retaining, and motivating exceptional leaders, setting high goals, working toward the common objectives of meeting the expectations of customers and stockholders, and rewarding outstanding performance. Following this philosophy, in determining executive compensation, we consider all relevant factors, such as the competition for talent, our desire to link pay with performance in the future, the use of equity to align executive interests with those of our stockholders, individual contributions, teamwork and performance, and each executive’s total compensation package. We strive to accomplish these objectives by compensating all executives with total compensation packages consisting of a combination of competitive base salary and incentive compensation.
While we have only hired two executives since inception because our business has not grown sufficiently to justify additional hires, we expect to grow and hire in the future. To date, we have not applied a formal compensation program to determine the compensation of the Named Executives Officers. In the future, as we and our management team expand, our board of directors expects to add independent members, form a compensation committee comprised of independent directors, and apply the compensation philosophy and policies described in this section of the Form 10-K.
The primary purpose of the compensation and benefits described below is to attract, retain, and motivate highly talented individuals when we do hire, who will engage in the behaviors necessary to enable us to succeed in our mission while upholding our values in a highly competitive marketplace. Different elements are designed to engender different behaviors, and the actual incentive amounts which may be awarded to each Named Executive Officer are subject to the annual review of the board of directors. The following is a brief description of the key elements of our planned executive compensation structure.
| ● | Base salary and benefits are designed to attract and retain employees over time. | |
| ● | Incentive compensation awards are designed to focus employees on the business objectives for a particular year. | |
| ● | Equity incentive awards, such as stock options and non-vested stock, focus executives’ efforts on the behaviors within the recipients’ control that they believe are designed to ensure our long-term success as reflected in increases to our stock prices over a period of several years, growth in our profitability and other elements. | |
| ● | Severance and change in control plans are designed to facilitate a company’s ability to attract and retain executives as we compete for talented employees in a marketplace where such protections are commonly offered. We currently have not given separation benefits to any of our Name Executive Officers. |
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Benchmarking
We have not yet adopted benchmarking but may do so in the future. When making compensation decisions, our board of directors may compare each element of compensation paid to our Named Executive Officers against a report showing comparable compensation metrics from a group that includes both publicly-traded and privately-held companies. Our board believes that while such peer group benchmarks are a point of reference for measurement, they are not necessarily a determining factor in setting executive compensation as each executive officer’s compensation relative to the benchmark varies based on scope of responsibility and time in the position. We have not yet formally established our peer group for this purpose.
The Elements of David Reichman’s and Kathy Griffin’s Compensation Programs
Base Salary
Executive officer base salaries are based on job responsibilities and individual contribution. The board reviews the base salaries of our executive officers, including our Named Executive Officers, considering factors such as corporate progress toward achieving objectives (without reference to any specific performance-related targets) and individual performance experience and expertise. Additional factors reviewed by the board of directors in determining appropriate base salary levels and raises include subjective factors related to corporate and individual performance. For the year ended December 31, 2021, all executive officer base salary decisions were approved by the board of directors.
Our board of directors determines base salaries for the Named Executive Officers at the beginning of each fiscal year, and the board proposes new base salary amounts, if appropriate, based on its evaluation of individual performance and expected future contributions. We do not have a 401(k) Plan, but if we adopt one in the future, base salary would be the only element of compensation that would be used in determining the number of contributions permitted under the 401(k) Plan.
Incentive Compensation Awards
The Named Executives have not been paid bonuses and our board of directors has not yet established a formal compensation policy for the determination of bonuses. If our revenue grows and bonuses become affordable and justifiable, we expect to use the following parameters in justifying and quantifying bonuses for our Named Executive Officers and other officers of Global Tech Industries Group, Inc. (1) the growth in our revenue, (2) the growth in our earnings before interest, taxes, depreciation and amortization, as adjusted (“EBITDA”), and (3) our stock price. The board has not adopted specific performance goals and target bonus amounts for any of our fiscal years but may do so in the future.
Equity Incentive Awards
No stock option awards have been made to any of our Named Executives or other officers or employees of Global Tech Industries Group, Inc. under Omnibus Stock and Incentive Plan, which was subsequently cancelled.
Benefits and Prerequisites
At this stage of our business, we have limited benefits and no prerequisites for our employees. We do not have a 401(k) Plan but do have a Profit-Sharing Plan Trust specifically earmarked as a retirement plan. This plan is funded by adding an amount as deemed appropriate by the Board of Directors each year. We may adopt other plans and/or confer other fringe benefits for our executive officers in the future if our business grows sufficiently to enable us to afford them.
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Separation and Change in Control Arrangements
We have employment agreements with our Named Executive Officers. They are eligible for specific benefits or payments if their employment or engagement terminates or if there is a change of control.
Executive Officer Compensation
The following table sets forth the annual compensation for years ended December 31, 2021, and 2020 to our Chief Executive Officer and our President.
| Name and Principal Position | Year | Salary ($) | Bonus ($) | Stock Awards ($) | Option Awards ($) | Non-Equity Incentive Plan Compensation ($) | Change in Pension Value and Non-Qualified Deferred Compensation Earnings ($) | All Other Compensation ($) | Total ($) | |||||||||||||||||||||||||||
| David Reichman Chairman & CEO | 2021 | $ | 500,000 | - | - | - | 125,568 | - | $ | 771,929 | ||||||||||||||||||||||||||
| Kathy M. Griffin President | 2021 | $ | 90,000 | - | - | - | - | - | $ | 90,000 | ||||||||||||||||||||||||||
| David Reichman Chairman & CEO | 2020 | $ | 500,000 | - | 27,375 | - | 244,554 | - | $ | 771,929 | ||||||||||||||||||||||||||
| Kathy M. Griffin President | 2020 | $ | 180,000 | - | 27,375 | - | - | - | $ | 207,375 | ||||||||||||||||||||||||||
Employment Agreements
Commencing on January 1, 2017, Mr. Reichman is serving as the Chief Executive Officer of the Company and Chairman of the Board on a full-time basis. Mr. Reichman’s base salary is $500,000 per year. He is entitled to participate in all benefits that the Company has or will implement, including covering all of Mr. Reichman’s health insurance premiums. Mr. Reichman executed the Company’s standard Employment Confidentiality and Inventions Agreement. Mrs. Griffin is serving as the President of the Company on a part-time basis. Mrs. Griffin’s base salary is $180,000 per year full time. She is entitled to participate in all benefits that the Company has or will implement, including covering all Mrs. Griffin’s health insurance premiums. Mrs. Griffin executed the Company’s standard Employment Confidentiality and Inventions Agreement
Option Exercises and Stock Vested
N/A
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Director Compensation
No non-employee directors were paid any compensation for their services or reimbursement for their incidental expenses, except that on December 30, 2020, each director was issued 250,000 shares of common stock.
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS
The following table sets forth, as of March 21, 2022, the number of and percent of our common stock beneficially owned by:
| ● | each of our directors; | |
| ● | each of our named executive officers; | |
| ● | our directors and executive officers as a group, and persons or groups known by us to own beneficially 5% or more of our common stock: |
Unless otherwise specified, we believe that all persons named in the table have sole voting and investment power with respect to all shares of common stock beneficially owned by them. The address for our executive officers and directors is the same as our address.
A person is deemed to be the beneficial owner of securities that can be acquired by him within 60 days of March 21, 2022, upon the exercise of options, warrants or convertible securities. Each beneficial owner’s percentage ownership is determined by assuming that options, warrants or convertible securities that are held by him, but not those held by any other person, and which are exercisable within 60 days of March 21, 2022, have been exercised and converted.
| Common Stock Beneficially Owned | ||||||||
| Name of Beneficial Owner | Shares | Percent | ||||||
| David Reichman | 38,846,285 | 16.20 | ||||||
| Kathy M. Griffin | 11,605,840 | 4.84 | ||||||
| Frank Benintendo | 4,692,079 | 1.96 | ||||||
| Donald Gilbert | 4,599,218 | 1.91 | ||||||
| Michael Valle | 1,859,000 | .77 | ||||||
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ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE.
Certain Relationships and Related Transactions
Notes Payable – Related Party
As of December 31, 2021 and 2020 there are no related party notes payable. On December 19, 2020, the Company converted $3,540,405 of notes payable and $434,345 of accrued interest on related party notes into 4,663,705 shares of common stock and 4,500,664 stock options, leaving $0 related party notes and accrued interest on December 31, 2020. The value of the shares and options issued for notes payable, interest, accrued wages and accounts payable to related parties, and the related gain on forgiveness of the remaining debt recorded as additional paid-in capital is further described below:
| Stock | Options | Gain | Total | |||||||||||||
| Notes payable | $ | 387,674 | $ | 339,952 | $ | 2,812,779 | $ | 3,540,405 | ||||||||
| Accrued interest | 47,561 | 41,706 | 345,078 | 434,345 | ||||||||||||
| Accrued wages | 74,460 | 65,295 | 540,245 | 680,000 | ||||||||||||
| Accounts payable | 982 | 860 | 7,114 | 8,956 | ||||||||||||
| Totals | $ | 510,677 | $ | 447,813 | $ | 3,705,216 | $ | 4,663,706 | ||||||||
Mr. Reichman, our CEO, has rendered services to the Company and his wages have been accrued in accrued expenses at the period ended December 31, 2021, totaling $500,000. On December 19, 2020, Mr. Reichman’s Notes, accrued interest and 2020 accrued wages, totaling $3,192,385 were converted to 3,192,385 shares of common stock and 3,080,781 stock options. On December 31, 2020, Mr. Reichman’s Note payable was $0.
Mrs. Griffin, our President, has rendered services to the Company and her wages have been accrued in accrued expenses at the period ended December 31, 2021, totaling $90,000. On December 19, 2020, Mrs. Griffin’s Notes, accrued interest and 2020 accrued wages, totaling $1,045,700 were converted to 1,045,700 shares of common stock and 1,009,143 stock options. On December 31, 2020, Mrs. Griffin’s Note payable was $0.
On December 13, 2012, the Company executed a note payable to an individual and board member in the amount of $19,000, interest accrues at 8% per annum, unsecured, due after 8 months of execution, but extended to July 15, 2021. On December 19, 2020, the loan and accrued interest were converted into 30,459 shares of common stock and 26,459 stock options. On December 31, 2020, the balance of this loan is $0.
On March 6, April 22, April 30, May 24, June 14, June 21, July 3, July 30, November 20, December 2, December 13, 2013, the Company executed notes payable to an individual and board member in the total amount of $31,000, interest accrues at 6% per annum, unsecured, due after 8 months of execution, but extended to July 15, 2021. On December 19, 2020, the loan and accrued interest were converted into 44,532 shares of common stock and 38,683 stock options. On December 31, 2020, the balance of this loan is $0.
On January 2, January 21, April 24, May 19, July 28, August 26, and December 23, 2014, the Company executed notes payable to an individual and board member in the total amount of $31,500, interest accrues at 6% per annum, unsecured, due after 8 months of execution, but extended to July 15, 2021. On December 19, 2020, the loan and accrued interest were converted into 43,536 shares of common stock and 37,818 stock options. On December 31, 2020, the balance of this loan is $0.
On February 11, April 21, May 6, June 8, June 15, July 17, August 19, October 20, 2015, and January 22, 2016, the Company executed notes payable to an individual and board member in the total amount of $34,800, interest accrues at 6% per annum, unsecured, due after 8 months of execution, but extended to July 15, 2021. On December 19, 2020, the loan and accrued interest were converted into 45,837 shares of common stock and 39,817 stock options. On December 31, 2020, the balance of this loan is $0.
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On February 28, 2013, the Company executed a note payable to a Trust and shareholder, whose Trustee is our CEO, in the amount of $5,000, interest accrues at 6% per annum, unsecured, due after 8 months of execution, and extended to July 15, 2021. On December 19, 2020, the loan and accrued interest were converted into 7,275 shares of common stock and 6,320 stock options. On December 31, 2020, the balance of this loan is $0.
On July 23, July 24, August 5, August 26, and September 13, 2013, the Company executed a note payable to a Trust and shareholder, whose Trustee is our CEO, in the total amount of $80,000, interest accrues at 6% per annum, unsecured, due after 8 months of execution. $7,924 was paid on December 31, 2020, leaving a balance of $72,076. On December 19, 2020, the loan and accrued interest were converted into 75,319 shares of common stock and 65,427 stock options. On December 31, 2020, the balance of this loan is $0.
On May 15, July 12, July 17, and November 22, 2013, the Company executed notes payable to a Trust and shareholder, whose Trustee is our CEO, in the total amount of $83,877, interest accrues at 6% per annum, unsecured, due after 8 months of execution, and extended to July 15, 2021. On December 19, 2020, the loan and accrued interest were converted into 96,430 shares of common stock and 83,765 stock options. On December 31, 2020, the balance of this loan is $0.
On January 22, 2014, the Company executed a note agreement with a Trust and shareholder, whose Trustee is our CEO, in the amount of $14,000, interest accrues at 6% per annum, unsecured, due after 8 months of execution, and has been extended to July 15, 2021. On December 19, 2020, the loan and accrued interest were converted into 19,619 shares of common stock and 17,042 stock options. On December 31, 2020, the balance of this loan is $0.
On April 7, 2014, April 17, 2014, June 6, 2014, July 18, 2014, and October 10, 2014, the Company executed note agreements with a Trust and shareholder whose Trustee is our CEO, in various amounts totaling $24,000, interest accrues at 6% per annum, unsecured, due after 8 months of execution, and has been extended to July 15, 2021. On December 19, 2020, the loan and accrued interest were converted into 33,528 shares of common stock and 29,124 stock options. On December 31, 2020, the balance of this loan is $0.
On October 10, 2014, the Company executed a note payable to a Trust and shareholder, whose Trustee is our CEO, in the amount of $5,000, interest accrues at 6% per annum, unsecured, due after 8 months of execution, but extended to July 15, 2021. On December 19, 2020, the loan and accrued interest were converted into 6,792 shares of common stock and 5,900 stock options. On December 31, 2020, the balance of this loan is $0.
On December 30, 2019, the Company executed a note payable to a Trust and shareholder, whose Trustee is our CEO, in the amount of $12,765, interest accrues at 6%, per annum, unsecured, due on July 15, 2021. On December 19, 2020, the loan and accrued interest were converted into 13,339 shares of common stock and 11,587 stock options. On December 31, 2020, the balance of this loan is $0.
Due to Officers and Directors
Due to officers consists of cash advances and expenses paid by Mr. Reichman in order to satisfy the expense needs of the Company. During 2021 Mr. Reichman advanced $252,929 to the Company to cover operating expenses and was repaid $362,441. During 2020 Mr. Reichman advanced $177,513, to the Company and was repaid $68,000. On December 31, 2021, and 2020, the amounts Due to Officers and Directors for cash advances and expenses are $0 and $109,513, respectively.
Director Independence
We currently have two independent directors as that term is defined in Rule 4200 of Nasdaq’s listing standards.
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ITEM 14. PRINCIPAL ACCOUNTING FEES AND SERVICES.
Audit Fees
The aggregate fees billable to us by Heaton & Company, PLLC in 2021 for the audit and reviews of our 2021 and 2020 financial statements total approximately $22,500 and $20,500, respectively.
Audit Related Fees
N/A
Tax Fees
N/A
All Other Fees
N/A
Pre-Approval Policies and Procedures of Audit and Non-Audit Services of Independent Registered Public Accounting Firm
The audit committee’s policy is to pre-approve, typically at the beginning of our fiscal year, all audit and non-audit services, other than de minimis non-audit services, to be provided by an independent registered public accounting firm. These services may include, among others, audit services, audit-related services, tax services and other services and such services are generally subject to a specific budget. The independent registered public accounting firm and management are required to periodically report to the full board of directors regarding the extent of services provided by the independent registered public accounting firm in accordance with this pre-approval, and the fees for the services performed to date. As part of the board’s review, the board will evaluate other known potential engagements of the independent auditor, including the scope of work proposed to be performed and the proposed fees, and approve or reject each service, taking into account whether the services are permissible under applicable law and the possible impact of each non-audit service on the independent auditor’s independence from management. At audit committee meetings throughout the year, the auditor and management may present subsequent services for approval. Typically, these would be services such as due diligence for an acquisition, that would not have been known at the beginning of the year.
The audit committee has considered the provision of non-audit services provided by our independent registered public accounting firm to be compatible with maintaining their independence. The audit committee will continue to approve all audit and permissible non-audit services provided by our independent registered public accounting firm.
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As of the date of this filing, our current policy is to not engage to provide, among other things, bookkeeping services, appraisal or valuation services, or international audit services. The policy provides that we engage to provide audit, tax compliance, and other assurance services, such as review of SEC reports or filings.
PART IV
ITEM 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES
The following documents are filed as part of this 10-K:
1. Financial Statements
The following documents are filed in Part II, Item 8 of this annual report on Form 10-K:
2. Financial Statement Schedules
None
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3. Exhibits
ITEM 16. EXHIBITS
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| 1) | Filed November 13, 2009, as an exhibit to a Form 10-Q and incorporated herein by reference. |
| Filed January 3, 2012, as an exhibit to an 8 – K and incorporated herein by reference. | |
| Filed April 12, 2013, as an exhibit to an 8 – K and incorporated herein by reference. | |
| (2) | Filed July 19, 2010, as an exhibit to a Form 10-K/A and incorporated herein by reference. |
| (3) | Filed November 7, 2007, as an exhibit to a Form 8-K and incorporated herein by reference. |
| (4) | Filed March 25, 2010, as an exhibit to a Form 8-K and incorporated herein by reference. |
| (5) | Filed January 19, 2010, as an exhibit to a Form 8-K and incorporated herein by reference. |
| (6) | Filed July 19, 2010, as an exhibit to a Form 10-Q/A and incorporated herein by reference. |
| (7) | Filed February 9, 2011, as an exhibit to a Form 8-K and incorporated herein by reference. |
| (8) | Filed April 19, 2011, as an exhibit to a Form 8 - K and incorporated herein by reference. |
| (9) | Filed October 18, 2011, as an exhibit to a Form 8 - K and incorporated herein by reference. |
| (10) | Filed March 6, 2012, as an exhibit to a Form 8 – K and incorporated herein by reference. |
| (11) | Filed March 23, 2012, as an exhibit to a Form 8 – K and incorporated herein by reference. |
| (12) | Filed January 8, 2013, as an exhibit to a Form 8 – K and incorporated herein by reference. |
| (13) | Filed April 12, 2019, as an exhibit to a Form 8 – K and incorporated herein by reference. |
| (14) | Filed December 26, 2019, as an exhibit to a Form 8 -K and incorporated herein by reference |
| (15) | Filed November 27, 2020, as an exhibit to a Form 8 -K and incorporated herein by reference |
| (16) | Filed March 1, 2021, as an exhibit to a Form 8 – K and incorporated herein by reference |
| (17) | Filed March 23, 2021, as an exhibit to a Form 8 -K and incorporated herein by reference |
| (18) | Filed March 24, 2021, as an exhibit to a Form 8 – K and incorporated herein by reference |
| (19) | Filed April 6, 2021, as an exhibit to a Form 8 – K and incorporated herein by reference |
| (20) | Filed April 7, 2021, as an exhibit to a Form 8 - K and incorporated herein by reference |
| (21) | Filed April 30, 2021, as an exhibit to a Form 8 – k and incorporated herein by reference |
| (22) | Filed May 13, 2021, as an exhibit to a Form 8 – K and incorporated herein by reference |
| (23) | Filed June 6, 2021, as an exhibit to a Form 8 – K and incorporated herein by reference |
| (24) | Filed November 16, 2021, as an exhibit to a Form 8-K and incorporated herein by reference |
| EXHIBIT NO. | DESCRIPTION |
| (a) | Exhibits |
3. Exhibits
| 62 |
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
| GLOBAL TECH INDUSTRIES GROUP, INC. | ||
| Dated: April 15, 2022 | By: | /s/ David Reichman |
| David Reichman, | ||
| Chairman of the Board, | ||
| Chief Executive Officer, | ||
| Chief Financial Officer and | ||
| Principal Accounting Officer | ||
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.
| By: | /s/ David Reichman | Dated: April 15, 2022 | |
| David Reichman, | |||
| Chairman of the Board, | |||
| Chief Executive Officer, | |||
| Chief Financial Officer and | |||
| Principal Accounting Officer | |||
| By: | /s/ Kathy M. Griffin | Dated: April 15, 2022 | |
| Kathy M. Griffin, | |||
| Director and President | |||
| By: | /s/ Donald Gilbert | Dated: April 15, 2022 | |
| Donald Gilbert, | |||
| Director & Audit Chair |
| 63 |
Exhibit 3.2
AMENDED AND RESTATED
BYLAWS
OF
GLOBAL TECH INDUSTRIES GROUP, INC.
As in effect on March 20, 2022
TABLE OF CONTENTS
| Page | ||
| ARTICLE I | ||
| OFFICES | ||
| 1.1 | Business Office | 1 |
| 1.2 | Registered Office | 1 |
| ARTICLE II | ||
| SHARES AND TRANSFER OF SHARES | ||
| 2.1 | Regulation | 1 |
| 2.2 | Stock Certificates: Electronic mail (“email”), Facsimile, | |
| or other Digital Signatures and Validation | 1 | |
| 2.3 | Fractions of Shares: Insurance; Payment of Value or Issuance of Scrip | 1 |
| 2.4 | Cancellation of Outstanding Certificates and Issuance of New Certificates: | |
| Order of Surrender; Penalties for Failure to Comply | 2 | |
| 2.5 | Lost, Stolen or Destroyed Certificates | 2 |
| 2.6 | Transfer of Shares | 2 |
| 2.7 | Restrictions on Transfer of Shares | 2 |
| 2.8 | Transfer Agent | 3 |
| 2.9 | Close of Transfer Book and Record Date | 3 |
| ARTICLE III | ||
| STOCKHOLDERS AND MEETINGS | ||
| 3.1 | Stockholders of Record | 3 |
| 3.2 | Meetings | 3 |
| 3.3 | Annual Meeting | 4 |
| 3.4 | Special Meetings | 4 |
| 3.5 | Actions at Meetings not Regularly Called: Ratification and Approval | 4 |
| 3.6 | Notice of Stockholders’ Meeting: Signature; Contents; Service; Waiver | 4 |
| 3.7 | Consent of Stockholders in Lieu of Meeting | 5 |
| 3.8 | Voting Record | 5 |
| 3.9 | Quorum | 5 |
| 3.10 | Manner of Acting | 5 |
| 3.11 | Stockholders’ Proxies | 5 |
| 3.12 | Voting of Shares | 6 |
| 3.13 | Voting by Ballot | 6 |
| 3.14 | Cumulative Voting | 6 |
| 3.15 | Stockholder Nominations and Proposals | 6 |
| -i- |
| Page | ||
| ARTICLE IV | ||
| DIRECTORS, POWERS AND MEETINGS | ||
| 4.1 | Board of Directors | 8 |
| 4.2 | General Powers | 8 |
| 4.3 | Performance of Duties | 9 |
| 4.4 | Regular Meetings | 9 |
| 4.5 | Special Meetings | 9 |
| 4.6 | Presiding Officer | 9 |
| 4.7 | Notice | 9 |
| 4.8 | Waiver of Notice | 10 |
| 4.9 | Participation by Electronic Means | 10 |
| 4.10 | Quorum and Manner of Acting | 10 |
| 4.11 | Organization | 10 |
| 4.12 | Informal Action by Directors | 10 |
| 4.13 | Vacancies | 10 |
| 4.14 | Compensation | 11 |
| 4.15 | Removal of Directors | 11 |
| 4.16 | Resignations | 11 |
| ARTICLE V | ||
| OFFICERS | ||
| 5.1 | Number | 11 |
| 5.2 | Election and Term of Office | 11 |
| 5.3 | Removal | 11 |
| 5.4 | Vacancies | 11 |
| 5.5 | Powers | 12 |
| 5.6 | Compensation | 14 |
| 5.7 | Bonds | 14 |
| ARTICLE VI | ||
| DIVIDENDS | ||
| 6. | Dividends | 14 |
| ARTICLE VII | ||
| FINANCE | ||
| 7.1 | Reserve Funds | 14 |
| 7.2 | Banking | 14 |
| 7.3 | Brokerage Accounts | 15 |
| ARTICLE VIII | ||
| CONTRACTS, LOANS AND CHECKS | ||
| 8.1 | Execution of Contracts | 15 |
| 8.2 | Loans | 15 |
| 8.3 | Checks | 15 |
| 8.4 | Deposits | 15 |
| -ii- |
| Page | ||
| ARTICLE IX | ||
| INDEMNIFICATION | ||
| 9.1 | Definitions | 15 |
| 9.2 | Indemnification of Directors and Officers | 16 |
| 9.3 | Indemnification of Non-Officer Employees | 18 |
| 9.4 | Determination | 18 |
| 9.5 | Advancement of Expenses to Directors Prior to Final Disposition | 18 |
| 9.6 | Advancement of Expenses to Officers and Non-Officer Employees Prior to Final Disposition | 19 |
| 9.7 | Contractual Nature of Rights | 19 |
| 9.8 | Non-Exclusivity of Rights | 20 |
| 9.9 | Insurance | 20 |
| 9.10 | Other Indemnification | 20 |
| ARTICLE X | ||
| FISCAL YEAR | ||
| 10. | Fiscal Year | 21 |
| ARTICLE XI | ||
| CORPORATE SEAL | ||
| 11. | Corporate Seal | 21 |
| ARTICLE XII | ||
| AMENDMENTS | ||
| 12. | Amendments | 21 |
| ARTICLE XIII | ||
| COMMITTEES | ||
| 13.1 | Appointment | 21 |
| 13.2 | Authority | 21 |
| 13.3 | Tenure and Qualifications | 21 |
| 13.4 | Meetings | 22 |
| 13.5 | Quorum | 22 |
| 13.6 | Informal Action by a Committee | 22 |
| 13.7 | Vacancies | 22 |
| 13.8 | Resignations and Removal | 22 |
| 13.9 | Procedure | 22 |
| ARTICLE IV | ||
| EMERGENCY BYLAWS | ||
| 14. | Emergency Bylaws | 23 |
| ARTICLE XV | ||
| NEVADA ANTI-TAKEOVER PROVISIONS | ||
| 15. | Nevada Anti-Takeover Provisions | 23 |
| ARTICLE XVI | ||
| FORUM | ||
| 15. | Exclusive Forum | 24 |
| CERTIFICATE | 24 | |
| -iii- |
ARTICLE I
OFFICES
1.1 Business Office. The principal office and place of business of Global Tech Industries Group, Inc. (the “Corporation”) shall be located at an address established by a resolution of the Board of Directors. Other offices and places of business may be established from time to time by resolution of the Board of Directors or as the business of the Corporation may require.
1.2 Registered Office. The registered office of the Corporation, required by the Nevada Revised Statutes to be maintained in the State of Nevada, may be, but need not be, identical with the principal office in the State of Nevada, and the address of the registered office may be changed from time to time by the Board of Directors in accordance with the procedures Set forth in the Nevada Revised Statutes.
ARTICLE II
SHARES AND TRANSFER OF SHARES
2.1 Regulation. The Board of Directors may make such rules and regulations as it may deem appropriate concerning the issuance, transfer and registration of certificates for shares of the Corporation, including the appointment of transfer agents and registrars.
2.2 Stock Certificates: Electronic mail (“email”), Facsimile, or other Digital Signatures and Validation.
(A) Every stockholder shall be entitled to have a certificate, signed by officers or agents designated by the Corporation for the purpose, certifying the number of shares owned by said stockholder in such Corporation.
(B) Whenever any certificate is countersigned or otherwise authenticated by a transfer agent or transfer clerk and by a registrar, then an email, facsimile, or other digital signature of the signatures of the officers or agents of the Corporation may be printed or lithographed upon such certificate in lieu of the actual signatures.
(C) In the event any officer who shall have signed, or whose email, facsimile, or other signature shall have been used on, any such certificate shall cease to be such officer of the Corporation, whether because of death, resignation or otherwise, before such certificate shall have been delivered by the Corporation, such certificate may nevertheless be adopted by the Corporation and be issued and delivered as though the person who signed such certificate or whose facsimile signature shall have been used thereon, had not ceased to be such officer of the Corporation.
2.3 Fractional Shares: The Corporation may, by resolution of the Board of Directors, fractionalize shares of its capital stock and deliver, consistent with applicable law, some or all of the fractional shares to any person otherwise entitled to become a holder of a fractional share.
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2.4 Cancellation of Outstanding Certificates and Issuance of New Certificates: Order of Surrender: Penalties for Failure to Comply. All certificates surrendered to the Corporation for transfer shall be canceled and no new certificates shall be issued in lieu thereof until the former certificate for a like number of shares shall have been surrendered and canceled, except as hereinafter provided with respect to lost, stolen or destroyed certificates. When the certificate or Articles of Incorporation are amended in any way affecting the statements contained in the certificates for outstanding shares, or it becomes desirable for any reason in the discretion of the Board of Directors, to cancel any outstanding certificate or shares and issue a new certificate therefore conforming to the rights of the holder, the Board of Directors may order any holders of outstanding certificates for shares to surrender and exchange them for new certificates within a reasonable time to be fixed by the Board of Directors. The duty of surrender of any outstanding certificates may also be enforced by action at law.
2.5 Lost, Stolen or Destroyed Certificates. Any stockholder claiming that his certificate for shares is lost, stolen or destroyed may make an affidavit or affirmation of the fact and lodge the same with the Secretary of the Corporation, or if pursuant to Article 2.8, below, the Corporation’s transfer agent, accompanied by a signed application for a new certificate. Thereupon, and upon the giving of a satisfactory bond of indemnity to the Corporation not exceeding an amount double the value of the shares as represented by such certificate (the necessity for such bond and the amount required to be determined by the President or Chief Executive Officer of the Corporation), or in the case of a transfer agent, in such amount and pursuant to any and all other requirements of said transfer agent, a new certificate may be issued of the same tenor and representing the same number, class and series of shares as were represented by the certificate irate alleged to be lost, stolen or destroyed.
2.6 Transfer of Shares. Subject to the terms of any stockholder agreement relating to the transfer of shares or other transfer restrictions contained in the Articles of Incorporation or authorized therein, shares of the Corporation shall be transferable on the books of the Corporation by the holder thereof in person or by his duly authorized attorney, upon the surrender and cancellation of a certificate or certificates for a like number of shares. Upon presentation and surrender of a certificate for shares properly endorsed and payment of all taxes therefore, the transferee shall be entitled to a new certificate or certificates in lieu thereof. As against the Corporation, a transfer of shares can be made only on the books of the Corporation and in the manner hereinabove provided, and the Corporation shall be entitled to treat the holder of record of any share as the owner thereof and shall not be bound to recognize any equitable or other claim to or interest in such share on the part of any other person, whether or not it shall have express or other notice thereof, save as expressly provided by the statutes of the State of Nevada.
2.7 Restrictions on Transfer of Shares. Subject to the limitation imposed by Section 104.8204, Nevada Revised Statutes, a written restriction on the transfer or registration of transfer of a security of the Corporation may be enforced against the holder of the restricted security or any successor or transferee of the holder. A restriction on the transfer or registration of transfer of the securities of the Corporation may be imposed either by the Certificate of Incorporation, the Bylaws or by an agreement among any number of security holders or between one or more such holders and the Corporation. No restriction so imposed is binding with respect to securities issued prior to the adoption of the restriction, unless the holders of the securities are parties to an agreement or voted in favor of the restriction.
| - 2 - |
2.8 Transfer Agent. Unless otherwise specified by the Board of Directors by resolution, the Secretary of the Corporation shall act as transfer agent of the certificates representing the shares of stock of the Corporation. The Secretary shall keep, or cause to be kept, at the principal executive office of the corporation or at the office of the Corporation’s transfer agent or registrar, as determined by resolution of the board of directors, a stock transfer book, the contents of which shall set forth among other things, the names and addresses of the holders of all issued shares of the Corporation, the number of shares held by each, the certificate numbers representing such shares, the date of issue of the certificates representing such shares, and whether or not such shares originate from original issue or from transfer. Subject to Article 3.8, the names and addresses of the stockholders as they appear in the stock transfer book shall be conclusive evidence as to who are the stockholders of record and as such entitled to receive notice of the meetings of stockholders; to vote at such meetings; to examine the list of the stockholders entitled to vote at meetings; to receive dividends; and to own, enjoy and exercise any other property or rights deriving from such shares against the Corporation. Each stockholder shall be responsible for notifying the Secretary, or if applicable, the Corporation’s transfer agent in writing of any change in his name or address and failure so to do will relieve the Corporation, its directors, officers and agents, from liability for failure to direct notices or other documents, or pay over or transfer dividends or other property or rights, to a name or address other than the name and address appearing in the stock transfer book.
2.9 Close of Transfer Book and Record Date. For the purpose of determining stockholders entitled to notice of, or to, vote at any meeting of stockholders, or any adjournment thereof, or stockholders entitled to receive payment of any dividend, if any, or in order to make a determination of stockholders for any other proper purpose, the Board of Directors may prescribe a period not exceeding sixty (60) days prior to any meeting of the stockholders during which no transfer of stock on the books of the Corporation may be made, or may fix a day not more than sixty (60) days prior to the holding of any such meeting as the day as of which stockholders entitled to notice and to vote at such meeting shall be determined; and only stockholders of record on such day shall be entitled to notice or to vote at such meeting. When a determination of stockholders entitled to vote at any meeting of stockholders has been made as provided in this section, such determination shall apply to any adjournment thereof.
ARTICLE III
STOCKHOLDERS AND MEETINGS
3.1 Stockholders of Record. Only stockholders of record on the books of the Corporation shall be entitled to be treated by the Corporation as holders in fact of the shares standing in their respective names, and the Corporation shall not be bound to recognize any equitable or other claim to, or interest in, any claims on the part of any other person, firm or Corporation, whether or not it shall have express or other notice thereof, except as expressly provided by the laws of Nevada.
3.2 Meetings. Meetings of stockholders shall be held at the principal office of the Corporation, or at such other place, either within or without the State of Nevada, as specified from time to time by the Board of Directors. If the Board of Directors shall specify another location such change in location shall be recorded on the notice calling such meeting.
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3.3 Annual Meeting. Except as permitted by the Nevada Revised Statutes, the annual meeting of stockholders of the Corporation for the election of directors, and for the transaction of such other business as may properly come before the meeting, shall be held on such date, and at such time and place as the Board of Directors shall designate by resolution at any time. If the election of directors shall not be held within the time period designated herein for any annual meeting of the stockholders, the Board of Directors shall cause the election to be held at a special meeting of the stockholders as soon thereafter as may be convenient. Failure to hold the annual meeting at the designated time shall not cause a forfeiture or dissolution of the Corporation.
3.4 Special Meetings. Special meetings of the stockholders of the Corporation may be called by the Chairman or Vice Chairman, of the Board of Directors or the Board of Directors.
3.5 Actions at Meetings Not Regularly Called: Ratification and Approval. Whenever all stockholders entitled to vote at any meeting consent, either by (i) a writing on the records of the meeting or filed with the Secretary; or (ii) presence at such meeting and oral consent entered on the minutes; or (iii) taking part in the deliberations at such meeting without objection; the doings of such meeting shall be as valid as if had at a meeting regularly called and noticed. At such meeting any business may be transacted which is not excluded from the written consent or to the consideration of which no objection for want of notice is made at the time. If a meeting be irregular for want of notice or of such consent, provided a quorum was present at such meeting, the proceedings of the meeting may be ratified and approved and rendered likewise valid, and the irregularity or defect therein waived by a writing signed by all parties having the right to vote at such meeting. Such consent or approval of stockholders may be made by proxy or attorney, but all such proxies and powers of attorney must be in writing.
3.6 Notice of Stockholders’ Meeting: Signature: Contents, Service Waiver. The notice of stockholders meetings shall be in writing and signed by the Chairman, Vice Chairman, President or Chief Executive Officer , or the Secretary, or by such other person or persons as designated by the Board of Directors. Such notice shall state the purpose or purposes for which the meeting is called and the time when, and the place, which may be within or without the State of Nevada, where it is to be held. A copy of such notice shall be either delivered personally to, or shall be mailed postage prepaid to, or shall be emailed to, each stockholder of record entitled to vote at such meeting not less than ten (10) nor more than sixty (60) days before such meeting. If mailed, it shall be directed to a stockholder at their address as it appears on the records of the Corporation, and upon such mailing the service of any such notice shall be complete, and the time of the notice shall begin to run from the date upon which such notice is deposited in the mail for transmission to such stockholder. If emailed, notice shall be directed to a stockholder at their email address as it appears on the records of the Corporation, and upon such emailing, the service of any such notice shall be complete, and the time of the notice shall begin to run from the date upon which such notice is deposited for electronic transmission to such stockholder. Personal delivery of any such notice to any officer of a Corporation or association, or to any member of a partnership, shall constitute delivery of such notice to such Corporation, association or partnership. Notice duly delivered or mailed to a stockholder in accordance with the provisions of this section shall be deemed sufficient, and in the event of the transfer of his stock after such delivery or mailing and prior to the holding of the meeting, it shall not be necessary to deliver or mail notice of the meeting upon the transferee. Any stockholder may waive notice of any meeting by a writing signed by him, or his duly authorized attorney, either before or after the meeting. Such waiver shall be deemed equivalent to any notice required to be given pursuant to the Articles of Incorporation, the Bylaws, or the Nevada Revised Statutes.
| - 4 - |
3.7 Consent of Stockholders in Lieu of Meeting. Any action required or permitted to be taken at any annual or special meeting of stockholders of the Corporation may be taken by the written consent of the stockholders in lieu of a meeting, who hold that percentage of voting shares equivalent to the amount that would be necessary to take such action if voted upon by the stockholders at an annual or special meeting duly noticed and called in accordance with the Nevada Revised Statutes.
3.8 Voting Record. The Secretary, or if applicable, the Corporation’s transfer agent, having charge of the stock transfer books for shares of the Corporation, shall make, at least ten (10) days before such meeting of stockholders, a complete record of the stockholders entitled to vote at each meeting of stockholders or any adjournment thereof, arranged in alphabetical order, with the address of and the number of shares held by each. The record, for a period of ten days prior to such meeting, shall be kept on file at the principal office of the Corporation, whether within or without the State of Nevada, and shall be subject to inspection by any stockholder for any purpose germane to the meeting at any time during usual business hours. Such record shall be produced and kept open at the time and place of the meeting and shall be subject to the inspection of any stockholder during the whole time of the meeting for the purposes thereof. The original stock transfer books shall be deemed prima facie evidence as to who are the stockholders entitled to examine the record or transfer books or to vote at any meeting of stockholders.
3.9 Quorum. A majority of the outstanding shares of the Corporation entitled to vote, represented in person or by proxy, shall constitute a quorum at any meeting of stockholders, except as otherwise provided by the Nevada Revised Statutes and the Articles of Incorporation. In the absence of a quorum at any such meeting, a majority of the shares so represented may adjourn the meeting from time to time for a period not to exceed sixty (60) days without further notice. At such adjourned meeting at which a quorum shall be present or represented, any business may be transacted which might have been transacted at the meeting as originally noticed. The stockholders present at a duly organized meeting may continue to transact business until adjournment, notwithstanding the withdrawal of enough stockholders to leave less than a quorum.
3.10 Manner of Acting. If a quorum is present, the affirmative vote of the majority of the shares represented at the meeting and entitled to vote on the subject matter shall be the act of the stockholders, unless the vote of a greater proportion or number or voting by classes is otherwise required by statute or by the Articles of Incorporation or these Bylaws.
3.11 Stockholder’s Proxies. At any meeting of the stockholders of the Corporation, any stockholder may be represented and vote by a proxy or proxies appointed by an instrument in writing. In the event that any such instrument in writing shall designate two or more persons to act as proxies, a majority of such persons present at the meeting, or, if only one shall be present, then that one shall have and may exercise all the powers conferred by such written instrument upon all of the persons so designated unless the instrument shall otherwise provide. No such proxy shall be valid after the expiration of six (6) months from the date of its execution, unless coupled with an interest, or unless the person executing it specifies therein the length of time for which it is to continue in force, which in no case shall exceed seven (7) years from the date of its execution. Subject to the above, any proxy duly executed is not revoked and continues in full force and effect until an instrument revoking it or a duly executed proxy bearing a later date is filed with the Secretary of the Corporation.
| - 5 - |
3.12 Voting of Shares. Unless otherwise provided by these Bylaws or the Articles of Incorporation, or the Nevada Revised Statutes, each outstanding share entitled to vote shall be entitled to one vote upon each matter submitted to a vote at a meeting of stockholders, and each fractional share shall be entitled to a corresponding fractional vote on each such matter.
3.13 Voting by Ballot. Voting on any question or in any election may be by voice vote unless the presiding officer shall order or any stockholder shall demand that voting be by ballot.
3.14 Cumulative Voting. No stockholder shall be permitted to cumulate his votes unless required by law.
3.15 Stockholder Nominations and Proposals.
(A) No proposal for a stockholder vote (a “Stockholder Proposal”) shall be submitted to the stockholders of the Corporation unless the stockholder submitting such proposal (the “Proponent”) shall have filed a written notice setting forth with particularity (i) the names and business addresses of the Proponent and all Persons (as such term is defined in Section 3(a)(9) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)), acting in concert with the Proponent; (ii) the names and addresses of the Proponent and the Persons identified in clause (i) as they appear on the Corporation’s books (if they so appear); (iii) the class and number of shares of the Corporation beneficially owned by the Proponent and the Persons identified in clause (i); (iv) a description of the Stockholder Proposal containing all information material thereto; (v) a description of all arrangements or understandings between the Proponent and any other Persons (including the names of such other Persons) in connection with the Stockholder Proposal and any material interest of the Proponent or such Persons in such Stockholder Proposal, and (vi) such other information as the Board of Directors reasonably determines is necessary or appropriate to enable the Board of Directors and stockholders to consider the Stockholder Proposal. Upon receipt of the Stockholder Proposal and prior to the stockholders’ meeting at which such Stockholder Proposal will be considered, if the Board of Directors or a designated committee or the officer who will preside at the meeting of the stockholders determines that the information provided in a Stockholder Proposal does not satisfy the requirements of this Article 3.15 or is otherwise not in accordance with applicable law, the Secretary of the Corporation shall promptly notify the Proponent of the deficiency in the notice.
Such Proponent shall have the opportunity to cure the deficiency by providing additional information to the Secretary within the period of time, not to exceed five days from the date such deficiency notice is given to the Proponent, determined by the Board of Directors, such committee or such officer. If the deficiency is not cured within such period, or if the Board of Directors, such committee or such officer determines that the additional information provided by the Proponent, together with the information previously provided, does not satisfy the requirements of this Article 3.15 or is otherwise not in accordance with applicable law, then such Stockholder Proposal shall not be presented for action at the stockholders’ meeting in question.
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(B) Only persons who are selected and recommended by the Board of Directors or the nominating committee thereof, or who are nominated by the stockholders in accordance with the procedures set forth in this Article 3.15, shall be eligible for election or qualified to serve as directors, unless otherwise required by applicable federal or state law. Nominations of individuals for election to the Board of Directors at any annual meeting or special meeting of the stockholders at which directors are to be elected may be made by any stockholder of the Corporation entitled to vote for the election of directors at that meeting by compliance with the procedures set forth in this Article 3.15, except as may otherwise be provided in the Articles of Incorporation with respect to the right of holders of Preferred Stock of the Corporation to nominate and elect a specified number of directors. Nominations by stockholders shall be made by written notice (a “Nomination Notice”), which shall set forth (i) as to each individual nominated (A) the name, date of birth, business address and residence address of such nominee; (B) the business experience during the past five years of such nominee, including his or her principal occupations or employment during such period, the name and principal business of any Corporation or other organization in which such occupations and employment were carried on, and such other information as to the nature of his or her responsibilities and the level of professional competence as may be sufficient to permit assessment of his or her prior business experience; (C) whether the nominee is or has ever been at any time a director, officer, or owner of 5% or more of any class of capital stock, partnership interests, or other equity interest of any Corporation, partnership or other entity; (D) any directorships held by such nominee in any Corporation ‘with a class of securities registered pursuant to Section 12 of the Exchange Act or subject to the requirements of Section 15(d) of the Exchange Act or any Corporation registered as an investment company under the Investment Company Act of 1940, as amended; (E) whether, in the last five years, such nominee has been convicted in a criminal proceeding or has been subject to a judgment, order, finding, or decree of any federal, state or other governmental entity, concerning any violation of federal, state, or other law, or any proceeding in bankruptcy, which conviction, judgment, order, finding, decree or proceeding may be material to the evaluation of the ability or integrity of the nominee; and (F) any other information relating to the nominee that would be required to be disclosed in a proxy statement or other filings required to be made in connection with solicitations of proxies for election of directors pursuant to Section 14 of the Exchange Act, and the rules and regulations promulgated thereunder, and (ii) as to the Person submitting the Nomination Notice and any Person acting in concert with such Person, (w) the name and business address of such person, (x) the name and business address of such Person as they appear on the books of the Corporation (if they so appear); (y) the class and number of shares of the Corporation which are beneficially owned by such Person, and (z) any other information relating to such stockholder that would be required to be disclosed in a proxy statement or other filings required to be made in connection with solicitations of proxies for election of directors pursuant to Section 14 of the Exchange Act and the rules and regulations promulgated thereunder. A written consent to being named in a proxy statement as a nominee, and to serve as a director if elected, signed by the nominee, shall be filed with any Nomination Notice. If the presiding officer at any stockholders’ meeting determines that a nomination was not made in accordance with the procedures prescribed by these Bylaws, the officer shall so declare to the meeting and the defective nomination shall be disregarded.
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(C) Nomination Notices and Stockholder Proposals must be delivered to the Secretary at the principal executive office of the Corporation or mailed and received at the principal executive offices of the Corporation (a) in the case of any annual meeting, 120 days prior to the anniversary date of the immediately preceding annual meeting of stockholders; provided, however, that in the event that the annual meeting is called for a date that is not within 30 days before or 60 days after such anniversary date (or with respect to the first annual meeting of the Corporation under the laws of the State of Nevada), notice by the stockholder in order to be timely must be so received no later than the close of business on the tenth day following the day on which notice of the date of the annual meeting was mailed or public disclosure of the date of the annual meeting was made, whichever first occurs; and (b) in the case of a special meeting of stockholders called for the purpose of electing directors, not later than the close of business on the tenth day following the day on which notice of the date of the special meeting was mailed or public disclosure of the date of the special meeting was made, whichever first occurs.
ARTICLE IV
DIRECTORS, POWERS AND MEETINGS
4.1 Board Of Directors. The business and affairs of the Corporation shall be managed by a board of not less than five (5) nor more than nine (9) directors who shall be natural persons of at least 18 years of age but who need not be stockholders of the Corporation or residents of the State of Nevada and who shall be elected at the annual meeting of stockholders or some adjournment thereof. The number of directors as of the date of adoption of these bylaws shall be five (5). Directors shall hold office until the next succeeding annual meeting of stockholders and until their successors shall have been elected and shall qualify. The Board of Directors may increase or decrease the number of directors by resolution. No reduction of the authorized number of directors shall have the effect of removing any director before the expiration of their term of office.
4.2 General Powers. The business and affairs of the Corporation shall be managed by the Board of Directors which may exercise all such powers of the Corporation and do all such lawful acts and things as are not otherwise prohibited by the Nevada Revised Statutes, federal law, or by the Articles of Incorporation or by these Bylaws directed or required to be exercised or done by the stockholders. The directors shall pass upon any and all bills or claims of officers for salaries or other compensation and, if deemed advisable, shall contract with officers, employees, directors, attorneys, accountants, and other persons to render services to the Corporation. Any contract or conveyance, otherwise lawful, made in the name of the Corporation, which is authorized or ratified by the Board of Directors, or is done within the scope of the authority, actual or apparent, given by the Board of Directors, binds the Corporation, and the Corporation acquires rights thereunder, whether the contract is executed or is wholly or in part executory.
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4.3 Performance Of Duties. A director of the Corporation shall perform their duties as a director, including their duties as a member of any committee of the board upon which they may serve, in good faith, in a manner they reasonably believe to be in the best interests of the Corporation, and with such care as an ordinarily prudent person in a like position would use under similar circumstances. In performing their duties, a director shall be entitled to rely on information, opinions, reports, or statements, including financial statements and other financial data, in each case prepared or presented by persons and groups listed in paragraphs (A), (B), and (C) of this Article 4.3; but they shall not be considered to be acting in good faith if they have knowledge concerning the matter in question that would cause such reliance to be unwarranted. A person who so performs his duties shall not have any liability by reason of being or having been a director of the Corporation. Those persons and groups on whose information, opinions, reports, and statements a director is entitled to rely upon are:
(A) One or more officers or employees of the Corporation whom the director reasonably believes to be reliable and competent in the matters presented;
(B) Counsel, public accountants, or other persons as to matters which the director reasonably believes to be within such persons professional or expert competence; or
(C) A committee of the board upon which the director does not serve, duly designated in accordance with the provisions of the Articles of Incorporation or the Bylaws, as to matters within its designated authority, which committee the director reasonably believes to merit confidence.
4.4 Regular Meetings. A regular, annual meeting of the Board of Directors shall be held, either in person or telephonically,at a time and place designated by the Board of Directors, and no notice shall be required in connection therewith. The annual meeting of the Board of Directors shall be for the purpose of electing officers and the transaction of such other business as may come before the meeting. The Board of Directors may provide, by resolution, the time and place, either within or without the State of Nevada, for the holding of additional regular meetings without other notice than such resolution.
4.5 Special Meetings. Special meetings of the Board of Directors may be called by, or at the request, of the Chairman, Vice Chairman, President or Chief Executive Officer or any two directors. The person or persons authorized to call special meetings of the Board of Directors may fix any place, either a physical location or by telephonic means, and either within or without the State of Nevada, as the place for holding any special meeting of the Board of Directors called by them.
4.6 Presiding Officer. Meetings of the Board of Directors be presided over by the Chairman of the Board of Directors, if one is elected, or in their absence, the Vice Chairman of the Board of Directors, if one is elected, or if neither is elected or in their absence, a President. The Board of Directors shall have the authority to appoint a temporary presiding officer to serve at any meeting if the Chairman of the Board, the Vice Chairman of the Board or a President is unable to do so for any reason.
4.7 Notice. Written notice of any special meeting of directors shall be given as follows:
(A) By mail to each director at his business address at least three (3) days prior to the meeting. If mailed, such notice shall be deemed to be delivered when deposited in the United States mall, so addressed, with postage thereon prepaid; or
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(B) By personal delivery, or email, or telephone at least six (6) hours prior to the meeting to the business or email address or telephone number of each director, or in the event such notice is given on a Saturday, Sunday or holiday, to the residence address of each director. If notice be given by email or telephone, such notice shall be deemed to be delivered when the email is delivered or the telephone call is made to the recipient.
4.8 Waiver Of Notice. Whenever any notice is required to be given to directors, a waiver thereof in writing, signed by the person or persons entitled to the notice, whether before or after the time stated therein, shall be deemed equivalent thereto.
4.9 Participation by Electronic Means. Unless otherwise restricted, members of the Board of Directors or any committee thereof, may participate in a meeting of such board or committee by means of a conference telephone network or a similar communications method by which all persons participating in the meeting can hear each other. Participation in a meeting pursuant to this section constitutes presence in person at such meeting.
4.10 Quorum and Manner of Acting. A quorum at all meetings of the Board of Directors shall consist of a majority of the number of directors then holding office, but a smaller number may adjourn from time to time without further notice, until a quorum is secured. The act of the majority of the directors present at a meeting at which a quorum is present shall be the act of the Board of Directors, unless the act of a greater number is required by the laws of the State of Nevada or by the Articles of Incorporation or these Bylaws.
4.11 Organization. The Chairman of the Board of Directors, or in their absence, the Vice Chairman, shall preside at all meetings of the Board of Directors and at all meetings of the stockholders. The Board of Directors shall elect a Secretary or President to record the discussions and resolutions of all meetings.
4.12 Informal Action By Directors. Unless otherwise restricted by the Articles of Incorporation or these Bylaws, or the Nevada Revised Statutes, any action required or permitted to be taken at any meeting of the Board of Directors or of any committee thereof, may be taken without a meeting if a written consent thereto is signed by all the members of the board or such committee. The Secretary shall cause such written consent to be filed with the records of the Corporation.
4.13 Vacancies. Any vacancy occurring in the Board of Directors may be filled by the affirmative vote of a majority of the remaining directors though less than a quorum of the Board of Directors. A director elected to fill a vacancy shall be elected for the unexpired term of his predecessor in office, and shall hold such office until his successor is duly elected and shall qualify. Any directorship to be filled by reason of an increase in the number of directors shall be filled by the affirmative vote of a majority of the directors then in office or by an election at an annual meeting, or at a special meeting of stockholders called for that purpose. A director chosen to fill a position resulting from an increase in the number of directors shall hold office only until the next election of directors..
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4.14 Compensation. By resolution of the Board of Directors and irrespective of any personal interest of any of the members, each director may be paid his expenses, if any, of attendance at each meeting of the Board of Directors, and may be paid a stated salary as director or a fixed sum for attendance at each meeting of the Board of Directors, or both. No such payment shall preclude any director from serving the Corporation in any other capacity and receiving compensation therefore.
4.15 Removal of Directors. Any director or directors of the Corporation may be removed from office at any time, with or without cause, by the vote or written consent of stockholders representing not less than a majority of the issued and outstanding capital stock of the Corporation entitled to voting power.
4.16 Resignations. A director of the Corporation may resign at any time by giving written notice to the Board of Directors, President, Chairman, Vice Chairman, Chief Executive Officer, or Secretary of the Corporation. The resignation shall take effect upon the date of receipt of such notice, or at such later time specified therein. The acceptance of such resignation shall not be necessary to make it effective, unless the resignation requires such acceptance to be effective.
ARTICLE V
OFFICERS
5.1 Number. The officers of the Corporation shall be a Chief Executive Officer, Chairman of the Board of Directors, Vice Chairman of the Board of Directors, President, Secretary, Chief Financial Officer, Treasurer, and a registered agent, all of whom shall be elected by the Board of Directors. Such other officers and assistant officers as may be deemed necessary may be elected or appointed by the Board of Directors. Any two or more offices may be held by the same person.
5.2 Election and Term of Office. The officers of the Corporation to be elected by the Board of Directors shall be elected annually, at the discretion of the Board of Directors, as needed. Each officer shall hold office until his successor shall have been duly elected and shall have qualified or until their death or until they shall resign or shall have been removed in the manner hereinafter provided.
5.3 Removal. Any officer or agent may be removed by the Board of Directors whenever in its judgment the best interests of the Corporation will be served thereby, but such removal shall be without prejudice to the contract rights, if any, of the person so removed. Election or appointment of an officer or agent shall not of itself create contractual rights.
5.4 Vacancies. A vacancy in any office because of death, resignation, removal, disqualification, or otherwise, may be filled by the Board of Directors for the unexpired portion of the term. In the event of absence or inability of any officer to act, the Board of Directors may delegate the powers or duties of such officer to any other officer, director or person whom it may select.
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5.5 Powers. The officers of the Corporation, if an where duly elected, shall exercise and perform the respective powers, duties and functions as are stated below, and as may be assigned to them by the Board of Directors.
(A) Chief Executive Officer and Vice Chief Executive Officer. The Chief Executive Officer shall be the chief executive officer of the Corporation and, subject to the control of the Board of Directors, shall have general supervision, direction and control over all of the business and affairs of the Corporation. The Chief Executive Officer shall, when present, and in the absence of a Chairman of the Board, preside at all meetings of the stockholders and of the Board of Directors. The Chief Executive Officer may sign, with the Secretary or any other proper officer of the Corporation authorized by the Board of Directors, certificates for shares of the Corporation and deeds, mortgages, bonds, contracts, or other instruments which the Board of Directors has authorized to be executed, except in cases where the signing and execution thereof shall be expressly delegated by the Board of Directors or by these Bylaws to some other officer or agent of the Corporation, or shall be required by law to be otherwise signed or executed; and in general shall perform all duties incident to the office of Chief Executive Officer and such other duties as may be prescribed by the Board of Directors from time to time.
Unless otherwise provided by the Board of Directors, in the absence of the CEO, the Vice CEO and President, shall jointly preside, when present, at all meetings of the stockholders and the Board of Directors. The Vice CEO and President shall jointly have such other powers and shall perform such duties as the Chief Executive Office may have otherwise performed.
(C) Chairman and Vice Chairman. The Chairman of the Board shall, subject to the direction of the Board of Directors, preside over all meetings of stockholders. The Chairman shall also preside over, and set the agenda for meetings of the Board of Directors, create subcommittees for the Corporation, provide assessments to the Board of Directors regarding the performance of the Corporation, oversee officers’ work, provide recommendations, and consult for any outside boards or committees.
Unless otherwise provided by the Board of Directors, in the absence of the Chairman of the Board, the Vice Chairman of the Board, if one is elected, shall preside, when present, at all meetings of the stockholders and the Board of Directors. The Vice Chairman shall have such other powers and shall perform such duties as the Board of Directors may from time to time designate.
(D) President. The President shall, subject to the direction of the Board of Directors, have general supervision over the Corporation’s day-to-day business activities. If there is no Chairman of the Board or Vice Chairman of the Board, or if either is unavailable, unable, or refuses to act, the President shall preside, when present, at all meetings of stockholders and the Board of Directors, and perform all duties of the Chairman of the Board, and when so acting, shall have all the powers of and be subject to all the restrictions upon the Chairman of the Board or Vice Chairman of the Board.
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(B) Vice President. If elected or appointed by the Board of Directors, the Vice President (or in the event there is more than one Vice President, the Vice Presidents in the order designated by the Board of Directors, or in the absence of any designation, then in the order of their election) shall, in the absence of the President or Chief Executive Officer or in the event of his death, inability or refusal to act, perform all duties of the President or Chief Executive Officer, and when so acting, shall have all the powers of and be subject to all the restrictions upon the President or Chief Executive Officer. Any Vice President may sign, with the Chief Financial Officer or Treasurer or an Assistant Chief Financial Officer or Treasurer or the Secretary or an Assistant Secretary, certificates for shares of the corporation; and shall perform such other duties as from time to time may be assigned to him by the President or Chief Executive Officer or by the Board of Directors.
(C) Secretary. The Secretary, or President, shall keep the minutes of the proceedings of the stockholders and of the Board of Directors in one or more books provided for that purpose; see that all notices are duly given in accordance with the provisions of these Bylaws or as required by law; be custodian of the corporate records and of the seal of the Corporation and see that the seal of the Corporation is affixed to all documents the execution of which on behalf of the Corporation under its seal is duly authorized; keep a register of the post office address of each stockholder which shall be furnished to the Secretary by such stockholder; sign with the Chairman or Vice Chairman of the Board of Directors, or the President or Chief Executive Officer, or a Vice President, certificates for shares of the Corporation, the issuance of which shall have been authorized by resolution of the Board of Directors; have general charge of the stock transfer books of the Corporation; and in general perform all duties incident to the office of Secretary and such other duties as from time to time may be assigned to them by the President or the Chief Executive Officer or by the Board of Directors.
(D) Assistant Secretary. The Assistant Secretary, if elected, and when authorized by the Board of Directors, may sign with the Chairman or Vice Chairman of the Board of Directors or the President or the Chief Executive Officer or a Vice President certificates for shares of the corporation the issuance of which shall have been authorized by a resolution of the Board of Directors. An Assistant Secretary, at the request of the Secretary, or in the absence or disability of the Secretary, also may perform all of the duties of the Secretary. An Assistant Secretary shall perform such other duties as may be assigned to him by the President or the Chief Executive Officer or by the Secretary.
(E) Treasurer. The Treasurer shall have charge and custody of and be responsible for all funds and securities of the Corporation; receive and give receipts for moneys due and payable to the Corporation from any source whatsoever, and deposit all such moneys in the name of the Corporation in such banks, trust companies or other depositories as shall be selected in accordance with the provisions of these Bylaws, or by resolution of the Board of Directors; and keep accurate books of accounts of the Corporation’s transactions, which shall be the property of the Corporation. If there is not a Treasurer serving, these responsibilities shall be performed by the CEO, president and/or secretary as deemed appropriate by the Board of Directors.
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(F) Chief Financial Officer. Chief Financial Officer shall render financial reports and statements of the condition of the Corporation when so requested by the Board of Directors or President or Chief Executive Officer. The Chief Financial Officer shall perform all duties commonly incident to their office and such other duties as may from time to time be assigned by the President or Chief Executive Officer or the Board of Directors. In the absence or disability of the President or Chief Executive Officer and Vice President or Vice Presidents, the Chief Executive Officer or Chief Financial Officer or Treasurer shall perform the duties of the President or Chief Executive Officer.
(F) Assistant Treasurer. An Assistant Treasurer may, at the request of the Treasurer or Chief Financial Officer, or in the absence or disability of the Treasurer or Chief Financial Officer, perform all of the duties of the Treasurer or Chief Financial Officer. They shall perform such other duties as may be assigned to them by the President or by the Treasurer or Chief Financial Officer.
5.6 Compensation. All officers of the Corporation may receive salaries or other compensation if so ordered and fixed by the Board of Directors. The Board shall have authority to fix salaries in advance for stated periods or render the same retroactive as the Board may deem advisable. No officer shall be prevented from receiving such salary by reason of the fact that they are also a director of the Corporation.
5.7 Bonds. If the Board of Directors by resolution shall so require, any officer or agent of the Corporation shall give bond to the Corporation in such amount and with such surety as the Board of Directors may deem sufficient, conditioned upon the faithful performance of their respective duties and offices.
ARTICLE VI
DIVIDENDS
The Board of Directors from time to time may declare and the Corporation may pay dividends, in such amounts and in such manner as determined by the Board of Directors subject to applicable law and the Articles of Incorporation.
ARTICLE VII
FINANCE
7.1 Reserve Funds. The Board of Directors, in its uncontrolled discretion, may set aside from time to time, out of the net profits or earned surplus of the Corporation, such sum or sums as it deems expedient as a reserve fund to meet contingencies, for equalizing dividends, for maintaining any property of the Corporation, and for any other purpose.
7.2 Banking. The moneys of the Corporation shall be deposited in the name, or for the benefit, of the Corporation in such bank or banks or trust company or trust companies, as the Board of Directors shall designate, and may be drawn out only on checks signed in the name of the Corporation by such person or persons as the Board of Directors, by appropriate resolution, may direct. Notes and commercial paper, when authorized by the Board, shall be signed in the name of the Corporation by such officer or officers or agent or agents as shall be authorized from time to time.
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7.3 Brokerage Accounts. The Board of Directors may, by resolution, authorize two directors or officers of the Corporation to be joint signatories to an account opened for the purchase and sale of marketable securities held by the Corporation.
ARTICLE VIII
CONTRACTS, LOANS AND CHECKS
8.1 Execution of Contracts. Except as otherwise provided by statute or by these Bylaws, the Board of Directors may authorize any officer or agent of the Corporation to enter into any contract, or execute and deliver any instrument in the name of, and on behalf of the Corporation. Such authority may be general or confined to specific instances. Unless so authorized, no officer, agent or employee shall have any power to bind the Corporation for any purpose, except as may be necessary to enable the Corporation to carry on its normal and ordinary course of business.
8.2 Loans. No loans shall be contracted on behalf of the Corporation and no negotiable paper or other evidence of indebtedness shall be issued in its name unless authorized by the Board of Directors. When so authorized, any officer or agent of the Corporation may effect loans and advances at any time for the Corporation from any bank, trust company, or institution, firm, Corporation, or individual. An agent so authorized may make and deliver promissory notes or other evidence of indebtedness of the Corporation and may mortgage, pledge, hypothecate or transfer any real or personal property held by the Corporation as security for the payment of such loans. Such authority, in the Board of Directors discretion, may be general or confined to specific instances.
8.3 Checks. Checks, notes, drafts and demands for money or other evidence of indebtedness issued in the name of the Corporation shall be signed by such person or persons as designated by the Board of Directors and in the manner prescribed by the Board of Directors.
8.4 Deposits. All funds of the Corporation not otherwise employed shall be deposited from time to time to the credit of the Corporation in such banks, trust companies, or other depositories as the Board of Directors may select.
ARTICLE IX
INDEMNIFICATION
9.1 Definitions. For the purposes of this Article IX,
(A) “Corporate Status” describes the status of a person who is serving or has served (A) as a Director of the Corporation, (B) as an Officer of the Corporation, (C) as a Non-Officer Employee of the Corporation, or (D) as a director, partner, trustee, officer, employee or agent of any other corporation, partnership, limited liability company, joint venture, trust, employee benefit plan, foundation, association, organization or other legal entity for which such person is or was serving at the request of the Corporation. For purposes of this Article 9.1(A), a Director, Officer or Non-Officer Employee of the Corporation who is serving or has served as a director, partner, trustee, officer, employee or agent of a Subsidiary shall be deemed to be serving at the request of the Corporation. Notwithstanding the foregoing, “Corporate Status” shall not include the status of a person who is serving or has served as a director, officer, employee or agent of a constituent corporation absorbed in a merger or consolidation transaction with the Corporation with respect to such person’s activities prior to said transaction, unless specifically authorized by the Board of Directors or the stockholders of the Corporation;
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(B) “Director” means any person who serves or has served the Corporation as a director on the Board of Directors of the Corporation;
(C) “Disinterested Director” means, with respect to each proceeding (“Proceeding”) in respect of which indemnification is sought hereunder, a Director of the Corporation who is not and was not a party to such Proceeding;
(D) “Expenses” means all reasonable attorneys’ fees, retainers, court costs, transcript costs, fees of expert witnesses, private investigators and professional advisors (including, without limitation, accountants and investment bankers), travel expenses, duplicating costs, printing and binding costs, costs of preparation of demonstrative evidence and other courtroom presentation aids and devices, costs incurred in connection with document review, organization, imaging and computerization, telephone charges, postage, delivery service fees, and all other disbursements, costs or expenses of the type customarily incurred in connection with prosecuting, defending, preparing to prosecute or defend, investigating, being or preparing to be a witness in, settling or otherwise participating in, a Proceeding;
(E) “Liabilities” means judgments, damages, liabilities, losses, penalties, excise taxes, fines and amounts paid in settlement;
(F) “Non-Officer Employee” means any person who serves or has served as an employee or agent of the Corporation, but who is not or was not a Director or Officer;
(G) “Officer” means any person who serves or has served the Corporation as an officer of the Corporation appointed by the Board of Directors of the Corporation;
(H) “Subsidiary” shall mean any corporation, partnership, limited liability company, joint venture, trust or other entity of which the Corporation owns (either directly or through or together with another Subsidiary of the Corporation) either (i) a general partner, managing member or other similar interest or (ii) (A) more than 50% of the voting power of the voting capital equity interests of such corporation, partnership, limited liability company, joint venture or other entity, or (B) more than 50% of the outstanding voting capital stock or other voting equity interests of such corporation, partnership, limited liability company, joint venture or other entity.
9.2 Indemnification of Directors and Officers. Subject to the operation of this Article IX of these Bylaws, each Director and Officer shall be indemnified and held harmless by the Corporation to the fullest extent authorized by the Nevada Revised Statutes, or any other applicable law, as the same exists or may hereafter be amended (but, in the case of any such amendment, only to the extent that such amendment permits the Corporation to provide broader indemnification rights than such law permitted the Corporation to provide prior to such amendment), and to the extent authorized in subsections (A) through (D) of this Article IX
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(A) Actions, Suits and Proceedings Other than By or In the Right of the Corporation. Each Director and Officer shall be indemnified and held harmless by the Corporation against any and all Expenses and Liabilities that are incurred or paid by such Director or Officer or on such Director’s or Officer’s behalf in connection with any Proceeding or any claim, issue or matter therein (other than an action by or in the right of the Corporation), which such Director or Officer is, or is threatened to be made, a party to or participant in by reason of such Director’s or Officer’s Corporate Status, if such Director or Officer acted in good faith and in a manner such Director or Officer reasonably believed to be in or not opposed to the best interests of the Corporation and, with respect to any criminal proceeding, had no reasonable cause to believe his or her conduct was unlawful
(B) Actions, Suits and Proceedings By or In the Right of the Corporation. Each Director and Officer shall be indemnified and held harmless by the Corporation against any and all Expenses that are incurred by such Director or Officer or on such Director’s or Officer’s behalf in connection with any Proceeding or any claim, issue or matter therein by or in the right of the Corporation, which such Director or Officer is, or is threatened to be made, a party to or participant in by reason of such Director’s or Officer’s Corporate Status, if such Director or Officer acted in good faith and in a manner such Director or Officer reasonably believed to be in or not opposed to the best interests of the Corporation; provided, however, that no indemnification shall be made under this Article IX Error! Reference source not found. in respect of any claim, issue or matter as to which such Director or Officer shall have been finally adjudged by a court of competent jurisdiction to be liable to the Corporation, unless, and only to the extent that, the Court of Chancery or another court in which such Proceeding was brought shall determine upon application that, despite adjudication of liability, but in view of all the circumstances of the case, such Director or Officer is fairly and reasonably entitled to indemnification for such Expenses that such court deems proper.
(C) Survival of Rights. The rights of indemnification provided by this Article IX(B) shall continue as to a Director or Officer after he or she has ceased to be a Director or Officer and shall inure to the benefit of his or her heirs, executors, administrators and personal representatives.
(D) Actions by Directors or Officers. Notwithstanding the foregoing, the Corporation shall indemnify any Director or Officer seeking indemnification in connection with a Proceeding initiated by such Director or Officer only if such Proceeding (including any parts of such Proceeding not initiated by such Director or Officer) was authorized in advance by the Board of Directors of the Corporation, unless such Proceeding was brought to enforce such Officer’s or Director’s rights to indemnification or, in the case of Directors, advancement of Expenses under these Bylaws in accordance with the provisions set forth herein.
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9.3 Indemnification of Non-Officer Employees. Subject to the operation of Article IX, section 9.4 of these Bylaws, each Non-Officer Employee may, in the discretion of the Board of Directors of the Corporation, be indemnified by the Corporation to the fullest extent authorized by the BCL, as the same exists or may hereafter be amended, against any or all Expenses and Liabilities that are incurred by such Non-Officer Employee or on such Non-Officer Employee’s behalf in connection with any threatened, pending or completed Proceeding, or any claim, issue or matter therein, which such Non-Officer Employee is, or is threatened to be made, a party to or participant in by reason of such Non-Officer Employee’s Corporate Status, if such Non-Officer Employee acted in good faith and in a manner such Non-Officer Employee reasonably believed to be in or not opposed to the best interests of the Corporation and, with respect to any criminal proceeding, had no reasonable cause to believe his or her conduct was unlawful. The rights of indemnification provided by this Article 9.3 shall exist as to a Non-Officer Employee after he or she has ceased to be a Non-Officer Employee and shall inure to the benefit of his or her heirs, personal representatives, executors and administrators. Notwithstanding the foregoing, the Corporation may indemnify any Non-Officer Employee seeking indemnification in connection with a Proceeding initiated by such Non-Officer Employee only if such Proceeding was authorized in advance by the Board of Directors of the Corporation.
9.4 Determination. Unless ordered by a court, no indemnification shall be provided pursuant to this Article IX to a Director, to an Officer or to a Non-Officer Employee unless a determination shall have been made that such person acted in good faith and in a manner such person reasonably believed to be in or not opposed to the best interests of the Corporation and, with respect to any criminal Proceeding, such person had no reasonable cause to believe his or her conduct was unlawful. Such determination shall be made by (i) a majority vote of the Disinterested Directors, even though less than a quorum of the Board of Directors, (ii) a committee comprised of Disinterested Directors, such committee having been designated by a majority vote of the Disinterested Directors (even though less than a quorum), (iii) if there are no such Disinterested Directors, or if a majority of Disinterested Directors so directs, by independent legal counsel in a written opinion, or (iv) by the stockholders of the Corporation.
9.5 Advancement of Expenses to Directors Prior to Final Disposition
(A) The Corporation shall advance all Expenses incurred by or on behalf of any Director in connection with any Proceeding in which such Director is involved by reason of such Director’s Corporate Status within thirty (30) days after the receipt by the Corporation of a written statement from such Director requesting such advance or advances from time to time, whether prior to or after final disposition of such Proceeding. Such statement or statements shall reasonably evidence the Expenses incurred by such Director and shall be preceded or accompanied by an undertaking by or on behalf of such Director to repay any Expenses so advanced if it shall ultimately be determined that such Director is not entitled to be indemnified against such Expenses. Notwithstanding the foregoing, the Corporation shall advance all Expenses incurred by or on behalf of any Director seeking advancement of expenses hereunder in connection with a Proceeding initiated by such Director only if such Proceeding (including any parts of such Proceeding not initiated by such Director) was (i) authorized by the Board of Directors of the Corporation, or (ii) brought to enforce such Director’s rights to indemnification or advancement of Expenses under these Bylaws.
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(B) If a claim for advancement of Expenses hereunder by a Director is not paid in full by the Corporation within thirty (30) days after receipt by the Corporation of documentation of Expenses and the required undertaking, such Director may at any time thereafter bring suit against the Corporation to recover the unpaid amount of the claim and if successful in whole or in part, such Director shall also be entitled to be paid the expenses of prosecuting such claim. The failure of the Corporation (including its Board of Directors or any committee thereof, independent legal counsel, or stockholders) to make a determination concerning the permissibility of such advancement of Expenses under this Article 5 shall not be a defense to an action brought by a Director for recovery of the unpaid amount of an advancement claim and shall not create a presumption that such advancement is not permissible. The burden of proving that a Director is not entitled to an advancement of expenses shall be on the Corporation
(C) In any suit brought by the Corporation to recover an advancement of expenses pursuant to the terms of an undertaking, the Corporation shall be entitled to recover such expenses upon a final adjudication that the Director has not met any applicable standard for indemnification set forth in the Nevada Revised Statutes.
9.6 Advancement of Expenses to Officers and Non-Officer Employees Prior to Final Disposition.
(A) The Corporation may, at the discretion of the Board of Directors of the Corporation, advance any or all Expenses incurred by or on behalf of any Officer or any Non-Officer Employee in connection with any Proceeding in which such person is involved by reason of his or her Corporate Status as an Officer or Non-Officer Employee upon the receipt by the Corporation of a statement or statements from such Officer or Non-Officer Employee requesting such advance or advances from time to time, whether prior to or after final disposition of such Proceeding. Such statement or statements shall reasonably evidence the Expenses incurred by such Officer or Non-Officer Employee and shall be preceded or accompanied by an undertaking by or on behalf of such person to repay any Expenses so advanced if it shall ultimately be determined that such Officer or Non-Officer Employee is not entitled to be indemnified against such Expenses.
(B) In any suit brought by the Corporation to recover an advancement of expenses pursuant to the terms of an undertaking, the Corporation shall be entitled to recover such expenses upon a final adjudication that the Officer or Non-Officer Employee has not met any applicable standard for indemnification set forth in the Nevada Revised Statutes.
9.7 Contractual Nature of Rights.
(A) The provisions of this Article IX shall be deemed to be a contract between the Corporation and each Director and Officer entitled to the benefits hereof at any time while this Article IX is in effect, in consideration of such person’s past or current and any future performance of services for the Corporation. Neither amendment, repeal or modification of any provision of this Article IX nor the adoption of any provision of the Certificate of Incorporation inconsistent with this Article IX shall eliminate or reduce any right conferred by this Article IX in respect of any act or omission occurring, or any cause of action or claim that accrues or arises or any state of facts existing, at the time of or before such amendment, repeal, modification or adoption of an inconsistent provision (even in the case of a proceeding based on such a state of facts that is commenced after such time), and all rights to indemnification and advancement of Expenses granted herein or arising out of any act or omission shall vest at the time of the act or omission in question, regardless of when or if any proceeding with respect to such act or omission is commenced. The rights to indemnification and to advancement of expenses provided by, or granted pursuant to, this Article IX shall continue notwithstanding that the person has ceased to be a director or officer of the Corporation and shall inure to the benefit of the estate, heirs, executors, administrators, legatees and distributees of such person.
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(B) If a claim for indemnification hereunder by a Director or Officer is not paid in full by the Corporation within sixty (60) days after receipt by the Corporation of a written claim for indemnification, such Director or Officer may at any time thereafter bring suit against the Corporation to recover the unpaid amount of the claim, and if successful in whole or in part, such Director or Officer shall also be entitled to be paid the expenses of prosecuting such claim. The failure of the Corporation (including its Board of Directors or any committee thereof, independent legal counsel, or stockholders) to make a determination concerning the permissibility of such indemnification under this Article IX shall not be a defense to an action brought by a Director or Officer for recovery of the unpaid amount of an indemnification claim and shall not create a presumption that such indemnification is not permissible. The burden of proving that a Director or Officer is not entitled to indemnification shall be on the Corporation.
(C) In any suit brought by a Director or Officer to enforce a right to indemnification hereunder, it shall be a defense that such Director or Officer has not met any applicable standard for indemnification set forth in the Nevada Revised Statutes.
9.8 Non-Exclusivity of Rights. The rights to indemnification and advancement of Expenses set forth in this Article IX shall not be exclusive of any other right which any Director, Officer, or Non-Officer Employee may have or hereafter acquire under any statute, provision of the Certificate or these Bylaws, agreement, vote of stockholders or Disinterested Directors or otherwise.
9.9 Insurance. The Corporation may maintain insurance, at its expense, to protect itself and any Director, Officer or Non-Officer Employee against any liability of any character asserted against or incurred by the Corporation or any such Director, Officer or Non-Officer Employee, or arising out of any such person’s Corporate Status, whether or not the Corporation would have the power to indemnify such person against such liability under the Nevada Revised Statutes or the provisions of this Article IX.
9.10 Other Indemnification. The Corporation’s obligation, if any, to indemnify or provide advancement of Expenses to any person under this Article IX as a result of such person serving, at the request of the Corporation, as a director, partner, trustee, officer, employee or agent of another corporation, partnership, joint venture, trust, employee benefit plan or other enterprise shall be reduced by any amount such person may collect as indemnification or advancement of Expenses from such other corporation, partnership, joint venture, trust, employee benefit plan or enterprise (the “Primary Indemnitor”). Any indemnification or advancement of Expenses under this Article IX owed by the Corporation as a result of a person serving, at the request of the Corporation, as a director, partner, trustee, officer, employee or agent of another corporation, partnership, joint venture, trust, employee benefit plan or other enterprise shall only be in excess of, and shall be secondary to, the indemnification or advancement of Expenses available from the applicable Primary Indemnitor(s) and any applicable insurance policies
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ARTICLE X
FISCAL YEAR
The fiscal year of the Corporation shall be the year adopted by resolution of the Board of Directors.
ARTICLE XI
CORPORATE SEAL
The Board of Directors may provide a corporate seal which shall be circular in form and shall have inscribed thereon the name of the Corporation and the state of incorporation and the words “CORPORATE SEAL.”
ARTICLE XII
AMENDMENTS
The stockholders, by the affirmative vote of the holders of a majority of the stock issued and outstanding and having voting power may, at any annual or special meeting if notice of such alteration or amendment of the Bylaws is contained in the notice of such meeting, or by written consent in lieu of a meeting, adopt, amend, or repeal these Bylaws, and alterations or amendments of Bylaws made by the stockholders shall not be altered or amended by the Board of Directors.
The Board of Directors, by the affirmative vote of a majority of the whole Board, may adopt, amend, or repeal these Bylaws at any meeting or by written consent, except as provided in the above paragraph. Bylaws made by the Board of Directors may be altered or repealed by the stockholders.
ARTICLE XIII
COMMITTEES
13.1. Appointment. The Board of Directors by resolution adopted by a majority of the full Board, may designate one or more committees, each committee to consist of one or more of the directors of the Corporation. The designation of such committee and the delegation thereto of authority shall not operate to relieve the Board of Directors, or any member thereof, of any responsibility imposed by law.
13.2 Authority. Any committee, when in session, shall have and may exercise all of the authority granted to it by the Board of the Board of Directors
13.3 Tenure and Qualifications. Each member of a committee shall hold office until the next regular annual or special meeting of the Board of Directors following the designation of such member, and until his successor is designated as a member of such committee and is elected and qualified. Members of committees may also be elected and removed at any time by a resolution duly adopted by a majority of the full Board of Directors of the Corporation.
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13.4 Meetings. Regular meetings of a committee may be held without notice at such time and places as the committee may fix from time to time by resolution. Special meetings of a committee may be called by any member thereof upon not less than six (6) hours’ notice stating the place, date, and hour of the meeting, which notice may be written or oral, and if mailed, shall be deemed to be delivered when deposited in the United States mail addressed to the member of the committee at his business address, or deposited for electronic transmission via email . Any member of a committee may waive notice of any meeting and no notice of any meeting need be given to any member thereof who attends in person. The notice of a meeting of a committee need not state the business proposed to be transacted at the meeting.
13.5 Quorum. A majority of the members of a committee shall constitute a quorum for the transaction of business at any meeting thereof, and any action of such committee must be authorized by the affirmative vote of a majority of the members present at a meeting at which a quorum is present.
13.6 Informal Action by a Committee. Any action required or permitted to be taken by a committee at a meeting may be taken without a meeting if a consent in writing, setting forth the action so taken, shall be signed by all of the members of the committee entitled to vote with respect to the subject matter thereof.
13.7 Vacancies. Any vacancy in a committee may be filled by a resolution duly adopted by a majority of the full Board of Directors.
13.8 Resignations and Removal. Any member of a committee may be removed at any time with or without cause by resolution adopted by a majority of the full Board of Directors. Any member of a committee may resign from such committee at any time by giving written notice to the President, Chief Executive Officer or Secretary of the Corporation, and unless otherwise specified therein, the acceptance of such resignation shall not be necessary to make it effective.
13.9 Procedure. A committee shall elect a presiding officer from its members and may fix its own rules of procedure which shall not be inconsistent with these Bylaws. It shall keep regular minutes of its proceedings and report the same to the Board of Directors for its information at the meeting thereof held next after the proceedings shall have been taken.
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ARTICLE XIV
EMERGENCY BYLAWS
The Emergency Bylaws provided in this Article XIV shall be operative during any emergency in the conduct of the business of the Corporation resulting from an attack on the United States or any nuclear or atomic disaster, notwithstanding any different provision in the preceding articles of the Bylaws or in the Articles of Incorporation of the Corporation or in the Nevada Revised Statutes. To the extent not inconsistent with the provisions of this article, the Bylaws provided in the preceding articles shall remain in effect during such emergency and upon its termination the Emergency Bylaws shall cease to be operative. During any such emergency:
(A) A meeting of the Board of Directors may be called by any officer or director of the Corporation. Notice of the time and place of the meeting shall be given by the person calling the meeting to such of the directors as it may be feasible to reach by any available means of communication. Such notice shall be given at such time in advance of the meeting as circumstances permit in the judgment of the person calling the meeting.
(B) At any such meeting of the Board of Directors, a quorum shall consist of the number of directors in attendance at such meeting.
(C) The Board of Directors, either before or during any such emergency, may, effective in the emergency, change the principal office or designate several alternative principal offices or regional offices, or authorize the officers so to do.
(D) The Board of Directors, either before or during any such emergency, may provide, and from time to time modify, lines of succession in the event that during such an emergency any or all officers or agents of the Corporation shall for any reason be rendered incapable of discharging their duties.
(E) No officer, director, or employee acting in accordance with these Emergency Bylaws shall be liable except for willful misconduct. No officer, director, or employee shall be liable for any action taken by him in good faith in such an emergency in furtherance of the ordinary business affairs of the Corporation even though not authorized by the Bylaws then in effect.
(F) These Emergency Bylaws shall be subject to repeal or change by further action of the Board of Directors or by action of the stockholders, but no such repeal or change shall modify the provisions of the next preceding paragraph with regard to action taken prior to the time of such repeal or change. Any amendment of these Emergency Bylaws may make any further or different provision that may be practical and necessary for the circumstances of the emergency.
ARTICLE XV
NEVADA ANTI-TAKEOVER PROVISIONS
The Corporation and its shareholders shall be subject to the provisions of NRS 78.378 through 78.3793, except with respect to the issuance of any shares of the Corporation’s preferred stock which shall not be subject to such provisions. The shares of preferred stock so authorized in the Corporation’s Articles of Incorporation may be issued in series with such designations, limitations, rights, preferences, and privileges that the Board of Directors shall determine in its sole discretion.
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ARTICLE XVI
FORUM
To the fullest extent permitted by law, and unless the Corporation consents in writing to the selection of an alternative forum, the Eighth Judicial District Court of Clark County, Nevada, shall, to the fullest extent permitted by law, be the sole and exclusive forum for each of the following: (a) any derivative action or proceeding brought in the name or right of the Corporation or on its behalf, (b) any action asserting a claim for breach of any fiduciary duty owed by any director, officer, employee or agent of the Corporation to the Corporation or the Corporation’s stockholders, (c) any action arising or asserting a claim arising pursuant to any provision of NRS Chapters 78 or 92A or any provision of the Articles of Incorporation or these By-laws or (d) any action asserting a claim governed by the internal affairs doctrine, including, without limitation, any action to interpret, apply, enforce or determine the validity of the Articles of Incorporation or these By-laws. Any person or entity purchasing or otherwise acquiring any interest in shares of capital stock of the corporation shall be deemed to have notice of and consented to the provisions of this Section 9.2. Actions arising under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended, shall not be governed by this provision.
CERTIFICATE
I hereby certify that the foregoing Bylaws, consisting of 24 pages, including this page, constitute the Bylaws of Global Tech Industries Group, Inc., as in effect on March 20, 2022. ____.
| /s/ Frank Benintendo | |
| Frank Benintendo, Secretary |
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Exhibit 22.1
Subsidiaries of the Registrant:
1. Global Tech Health, Inc..
Nevada Corporation
511 Sixth Avenue, Suite 800
New York, NY 10011
2. TTI Strategic Acquisitions & Equity Group, Inc.
Delaware Corporation
511 Sixth Avenue, Suite 800
New York, NY 10011
3. G T International Group, Inc.
Wyoming Corporation
511 Sixth Avenue, Suite 800
New York, NY 10011
4. Bronx Family Eye Care, Inc.
New York Corporation
511 Sixth Avenue, Suite 800
New York, NY 10011
EXHIBIT 31.1
SECTION 302 CERTIFICATION
I, David Reichman, certify that:
| 1. | I have reviewed this Annual report on Form 10-K of Global Tech Industries Group, Inc. |
| 2. | Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; |
| 3. | Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report; |
| 4. | The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have: |
| a. | Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; | |
| b. | Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles; | |
| c. | Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and | |
| d. | Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the small business issuer’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting. |
| 5. | The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (of persons performing the equivalent functions): |
| a. | All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and | |
| b. | Any fraud, whether or not material, that involves management or other employees who have a significant role in the small business issuer’s internal control over financial reporting. |
Date: April 15, 2022
| /s/ David Reichman | |
| David Reichman, Chief Executive Officer | |
| (Principal Executive Officer) |
EXHIBIT 31.2
SECTION 302 CERTIFICATION
I, David Reichman, certify that:
| 1. | I have reviewed this Annual report on Form 10-K of Global Tech Industries Group, Inc |
| 2. | Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; |
| 3. | Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report; |
| 4. | The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have: |
| a. | Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; | |
| b. | Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles; | |
| c. | Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and | |
| d. | Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the small business issuer’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting. |
| 5. | The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (of persons performing the equivalent functions): |
| a. | All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and | |
| b. | Any fraud, whether or not material, that involves management or other employees who have a significant role in the small business issuer’s internal control over financial reporting. |
Date: April 15, 2022
| /s/ David Reichman | |
| David Reichman, Chief Financial Officer | |
| (Principal Financial/Accounting Officer) |
EXHIBIT 32.1
SECTION 906 CERTIFICATION
PURSUANT TO 18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
In connection with the Annual Report of Global Tech Industries Group, Inc. (the “Company”) on Form 10-K for the period ending December 31, 2021 (the “Report”) I, David Reichman, Chief Executive Officer of the Company, certify, pursuant to 18 USC Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that to the best of my knowledge and belief:
| (1) | The Report fully complies with the requirements of Section 13(a) or 15(d)of the Securities Exchange Act of 1934; and | |
| (2) | The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company. |
| /s/ David Reichman | Date: April 15, 2022 | |
| David Reichman, | ||
| Chief Executive Officer |
This certification accompanies the Report pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 and shall not, except to the extent required by the Sarbanes-Oxley Act of 2002, be deemed filed by the Company for purposes of Section 18 of the Securities Exchange Act of 1934, as amended.
EXHIBIT 32.2
SECTION 906 CERTIFICATION
PURSUANT TO 18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
In connection with the Annual Report of Global Tech Industries Group, Inc (the “Company”) on Form 10-K for the period ending December 31, 2021 (the “Report”) I, David Reichman, Chief Executive Officer of the Company, certify, pursuant to 18 USC Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that to the best of my knowledge and belief:
| (1) | The Report fully complies with the requirements of Section 13(a) or 15(d)of the Securities Exchange Act of 1934; and | |
| (2) | The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company. |
| /s/ David Reichman | Date April 15, 2022 | |
| David Reichman, | ||
| Chief Financial Officer |
This certification accompanies the Report pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 and shall not, except to the extent required by the Sarbanes-Oxley Act of 2002, be deemed filed by the Company for purposes of Section 18 of the Securities Exchange Act as amended.