Cautionary Statements
This Form 10-Q may contain “forward-looking statements,” as that term is used in
federal securities laws, about Global Tech’s consolidated financial condition,
results of operations and business. These statements include, among others:
? 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-
statements by looking for words such as “believes,” “expects,” “anticipates,”
“estimates,” “opines,” or similar expressions used in this Form 10-Q. 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; potential fluctuation of
quarterly results;
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;
and
i) insufficient revenues to cover operating costs.
19 Overview of Business
“the Company”, “management”) is a
under several different names since 1980.
Western Exploration, Inc., a
1990, Western Exploration, Inc. changed its name to
Holdings Corporation
corporation. Shortly thereafter,
On
to
its name to
Equity Group, Inc.
formed by GTII in the anticipation of technologies, products, or services being
acquired. Not all subsidiaries have current operations.
On
GTI acquired a license from a private
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
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. On
purchase agreement that allowed the transactions contemplated in the Agreement
to close and GTI is currently a wholly-owned subsidiary of the Company.
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.
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
agreement was closed and
Subsequently, The Company,
shareholders have concluded that it is in their mutual best interests to unwind
the acquisition of BFE by the Company and settle all claims they may have
against each other. This transaction was unwound effective
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.
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. Subsequent to
Company and
concluded that it is in their mutual best interests to unwind this part of the
BFE acquisition by the Company, which would be covered in the final settlement
agreement.
20
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
provides access to Digital Currency and is changing the way customers transact
with Digital Assets. Beyond Blockchain is a registered Money Services Business
under
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). On
the Beyond Blockchain business to Parabolic Tech, DMCC, (“Parabolic”) a
company organized under the laws of
of its tokens, under certain stipulations in the agreement, to GTII.
Beginning in April of 2021, the Company had been working towards tokenizing its
fine art collection. If this prospectus is approved, the Company would mint
1,000,000,000 tokens of the GFT Token, with 26,000,000 of them being registered
herein for distribution. Once minted, each shareholder, as of the to be
determined record date, would be entitled to receive one GFT Token for every 10
shares of GTII Common Stock beneficially held in their name. On
the Company withdrew its registration statement with the
project based on the extensive costs and time to properly address the
Commission’s concerns with the Registration Statement. No securities were sold
pursuant to the Registration Statement and the Company has taken it upon itself
to secure an alternative digital token to distribute to its shareholders.
On
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
(CS), to define the terms of an acquisition of all outstanding shares of CS. CS
uses interfaces, workflows and proprietary algorithms, providing a tool to
author, deploy, teach and assess school courses, seminars and other study groups
and then integrate them with other learning platforms at any educational levels.
On
corporation organized under the laws of the
stock purchase agreement (“SPA”) to engage in a merger/business combination, for
the best interests of the shareholders of both GTII and
which
GTII issued 100,000 shares of common stock to
shares to be issued upon
funds sufficient to support large-scale mining operations at the
Project
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
standard multipliers for the value of that number of geological resources found
listed in the Geological Estimation. On
headquartered in
operations, land easements, permits and assets related to the
Bertrand-Galindo will also provide relevant corporate, legal, regulatory and tax
structure guidance as needed.
On
agreement with
Gekko”), which owned 100% of the issued and outstanding membership interests of
Salon Holdings
the Company of its membership interests in
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
Salon, LLC
On
Auction, Ltd.
Company, Ltd., (HKSE code 0620). On
sheet with
the Company’s common stock for 350,000 shares of the common stock of DTXS Silk
Road Investment Holdings Company, Ltd. The proposal sheet provides that, in
consideration for the share exchange, DTXS will (a) develop a
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. Due to the current conditions in the cryptocurrency
marketplace, the Company has put this project on hold.
21
Also on
School of Medicine at Mount Sinai
Company’s commons stock over each of the next three years, inclusive of 2022.
On
B.V.
of virtual land in the
cryptocurrency marketplace, the Company has put this project on hold.
On
membership interest purchase agreements, as well as assignments of membership
interests, resulting in the acquisition of 100% of
LLC
University
requisite two-year, PCAOB audit.
On
Media Corp
1-800-
and other more formal terms and conditions under which the parties would be able
to conclude the anticipated final transaction. more formally establishing to
establish the acquisition price, and formal terms and conditions under which the
parties are to conclude the perspective transaction.
On
whereby its
request to pay a dividend to its shareholders was deficient. It based this
finding on the fact that the
declined to facilitate or process the distribution of the Shibu Inu Tokens to
GTII shareholders holding shares in CEDE & Co, which is a substantial portion of
GTII’s outstanding common shares. The Company, in preparation for the
distribution of this digital dividend, purchased one billion Shibu Inu Tokens
and set them aside to be distributed. It also sold its interest in
www.beyondblockchain.us to Alt5 Sigma in anticipation of that company processing
the distribution of the digital dividend to all shareholders who opened a
digital wallet on beyondblockchain, or other digital platforms, including
Etherium and Bitcoin. There is currently no method of passing these tokens
through to brokerage account holders to match out transfer agent records and the
company is of the opinion that DTCC should be able to develop a process to
distribute this dividend, and it is therefore in the process of evaluating
whether or not to appeal
tokens will not be undertaken at this time.
On
digital dividend to its shareholders.
was deficient because the
unable to process the digital dividend distribution to GTII shareholders holding
shares in CEDE & Co, which is a substantial percentage of its shareholders.
On
died of natural causes. The board is actively looking for a replacement board
member.
On
Corp.
marketing company in the business of supporting law firms with client
acquisition research, data-driven marketing, media planning and analysis and
client retention services. Under the terms of the agreement, GTII will, at the
closing, issue to the Wildfire Shareholders 100 million restricted common shares
(the “Acquisition Shares”) in exchange for all outstanding shares of Wildfire
Media. The closing of the transaction is subject to customary conditions to
closing, as well as certain conditions specific to the transaction, including,
without limitation, Wildfire Media providing GTII with audited financial
statements and GTII concluding a due diligence review that is satisfactory in
all respects to GTII. The Wildfire Shareholders have a post-closing “earn-out”
opportunity for 100 million additional restricted GTII common shares (the
“Earn-Out Shares”) if Wildfire Media achieves
Currently, Wildfire Media has
and the Earn-Out Shares shall be subject to a lock-up agreement pursuant to
which the Wildfire Shareholders agree not to sell or transfer the shares until
the expiration of the 1-year buy-back period, except as may be otherwise
provided in the lock-up agreement. On
retained the services of a PCAOB approved auditing firm to undertake the
requisite two-year audit as part of the agreed due diligence process.
Ongoing during the third quarter, the Company and the BFE Shareholders continued
to negotiate a settlement that would allow the BFE transaction to be unwound.
This process would involve the Company transferring back to the BFE Shareholders
their respective share interests in BFE and the BFE Shareholders transferring
back to the Company the 2,650,000 shares of the Company’s common stock issued in
connection with the transaction. The Company would also pay the BFE Shareholders
a total lump sum cash payment of
100,000 shares of the Company’s common stock that were issued to one of the BFE
Shareholders under his consulting agreement in connection with the transaction
would be retained by that BFE Shareholder, and that shareholder would make a
charitable contribution of 50,000 of those shares. The parties would also
exchange general releases and terminate all agreements among the parties in
connection with the transaction.
On
tentatively agreed to settle a dispute between them, paying each lender
and the lenders making a charitable contribution of the Shares to the
Memorial Charity
Company issued the lenders shares of the Company’s common stock (“the Shares”),
which it intended to be payment in full of the outstanding balances of the
Loans. A dispute subsequently arose among the parties regarding the exact loan
pay-off amount. The parties are currently negotiating the terms of a settlement
agreement. Accordingly, the settlement remains subject to the parties finalizing
the settlement agreement and closing the proposed settlement transactions.
22 Employees
As of
positions.
RESULTS OF OPERATIONS
Results of Operations for the Three Months Ended
Three Months Ended
There were no revenues generated during the three months ended
2022
professional services including investor relations, IT, legal, accounting and
consulting. The Company issued
the third quarter 2022 as compared to
Our interest expense increased to
30, 2022
a settlement fee of
transaction in 2022. We also had unrealized loss from our marketable securities
of
of
Our net loss decreased by
to a loss of (
increase was the decrease in professional services. We expect that our losses
will continue until we are able to establish a consistent revenue source and
finalize our projected acquisitions.
Results of Operations for the Nine Months Ended
Nine Months Ended
There were no revenues generated during the nine months ended
or 2021. Our operating expenses decreased from
in 2022. The decrease was primarily the result of a decrease in professional
services. The Company issued
nine months of 2022 as compared to
interest expense increased to
2022
unrealized loss from our marketable securities of
ended
ended
unwinding of the Bronx Family Eyecare transaction in 2022. The Company recorded
a gain from its block sale asset of
Our net loss increased by
2021 to a loss of
reason for this decrease was the decrease in professional services performed for
stock, as the Company entered a growth stage of acquisitions and funding
requirements. We expect that our losses will continue until we are able to
establish a consistent revenue source and finalize our projected acquisitions.
LIQUIDITY AND CAPITAL RESOURCES
On
months ended
nine months ended
who uses individual credit to pay for expenses of the Company. Cash provided for
operations totaled
we received
of
ended
provided for stock deposits. We anticipate that we will have a negative cash
flow from operations for 2022. We have sufficient cash on hand on
2022
of our common stock or through debt financing,
Some of Global Tech’s past due obligations, including
payable, and
prior to 2005. No actions have been taken by any of the applicable creditors,
and the statute of limitations has been exceeded for the creditors to seek legal
action. Global Tech believes that these obligations will not be satisfied in the
future because the statute of limitations has been exceeded, and is currently
seeking a judicial resolution to these obligations.
23
Any remedy to our current lack of liquidity must take into account all the
foregoing liabilities. Global Tech intends to expand and develop its new
acquisition operating activities to generate significant cashflow to allow it to
pay its current obligations and settle its remaining obligations. Capital raise
plans are under consideration but it cannot be assured that they will
materialize in the current economic environment. Currently, Global Tech is
without adequate financing or liquid assets. Because no actions have been taken
on the aforementioned past due obligations and demand has not been made by the
applicable current note holders, we are unable to accurately quantify the effect
the overdue accounts have on Global Tech’s financial condition, liquidity and
capital resources. However, in the event that all of 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
to default and, further, would put our continued viability in jeopardy.
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
addition, the Company has limited working capital. The foregoing raises
substantial doubt about the Company’s ability to continue as a going concern.
Management’s plans include seeking additional capital and/or debt financing.
There is no guarantee that additional capital and/or debt financing will be
available when and to the extent required, or that if available, it will be on
terms acceptable to the Company. The financial statements do not include any
adjustments that might result from the outcome of this uncertainty. The “Going
Concern Qualification” may make it substantially more difficult to raise
capital.
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.
Off-Balance Sheet Arrangements
We have no off-balance sheet arrangements.
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