NATURE OF OPERATIONS

12 Months Ended

Dec. 31, 2023

Organization, Consolidation and Presentation of Financial Statements [Abstract]

NATURE OF OPERATIONS

NOTE 1 – NATURE OF OPERATIONS

As an organization, GTII’s primary goal is to increase shareholder value through the acquisition of companies with significant growth opportunities. Our investment strategy to achieve this goal is based on four principles: (i) quality acquisitions, (ii) opportunistic industries, (iii) portfolio diversification and (iv) conservative financing.

On January 10, 2022, GTII executed a memorandum of understanding with DTXS Auction, Ltd., a wholly-owned subsidiary of DTXS Silk Road Investment Holdings Company, Ltd., (HKSE code 0620). On January 31, 2022, GTII executed a proposal sheet with DTXS Auction, Ltd., for the proposed exchange of 100,000 shares of the 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 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. Due to the current conditions in the cryptocurrency marketplace, the Company has put this project on hold.

Also on January 10, 2022, GTII executed an irrevocable gift agreement with Icahn School of Medicine at Mount Sinai for the donation of 250,000 shares of the 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. Due to the conditions in the cryptocurrency marketplace, the Company has put this project on hold.

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

On March 9, 2022, GTII executed a non-binding Letter of Intent with Wildfire Media Corp, relating to the acquisition of the assets and liabilities of 1-800-Law-Firm, PLLC, a Delaware Corporation. On May 25, 2022, the Company and Wildfire Media Corp had signed a follow-up term sheet which had established the acquisition price and other more formal terms and conditions under which the parties may conclude the anticipated final transaction, under a definitive agreement which has yet to be established.

On July 28, 2022, FINRA sent a ‘deficiency notice’ pursuant to FINRA rule 6490, whereby its Department of Market Operations determined that the Company’s request to pay a dividend to its shareholders was deficient. It based this finding on the fact that the Depository Trust & Clearing Corporation (DTCC) has declined to facilitate or process the distribution of the Shibu Inu Tokens to GTII shareholders holding shares in CEDE & Co, which is a substantial portion of 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. GTII also sold its interest in www.beyondblockchain.us to Alt5 Sigma in anticipation of that company processing the distribution of the digital dividend to all shareholders who opened a digital wallet on Beyond Blockchain, or other digital platforms, including Etherium and Bitcoin. There is currently no method of passing these tokens through to brokerage account holders to match out transfer agent records and the company is of the opinion that DTCC should be able to develop a process to distribute this dividend, and it is therefore in the process of evaluating whether or not to appeal FINRA’s decision. In the meantime, the distribution of tokens will not be undertaken at this time.

On July 28, 2022, FINRA declined to effectuate the Company’s request to pay a digital dividend to its shareholders. FINRA determined that the Company action was deficient because the Depository Trust & Clearing Corporation (DTCC) is unable to process the digital dividend distribution to GTII shareholders holding shares in CEDE & Co, which is a substantial percentage of its shareholders.

On September 5, 2022, Michael Valle, a member of the board of directors of GTII, died of natural causes. The board is actively looking for a replacement board member.

On September 14, 2022, the Company entered into a Share Exchange Agreement with Wildfire Media Corp. (“Wildfire Media”) and the shareholders of Wildfire Media Corp. (collectively, the “Wildfire Shareholders”). Wildfire Media is a legal marketing company in the business of supporting law firms with client acquisition research, data-driven marketing, media planning and analysis and client retention services. Under the terms of the agreement, GTII will, at the closing, issue to the Wildfire Shareholders 100 million restricted common shares (the “Acquisition Shares”) in exchange for all outstanding shares of Wildfire Media. The closing of the transaction is subject to customary conditions to closing, as well as certain conditions specific to the transaction, including, without limitation, Wildfire Media providing GTII with audited financial statements and GTII concluding a due diligence review that is satisfactory in all respects to GTII. The Wildfire Shareholders have a post-closing “earn-out” opportunity for 100 million additional restricted GTII common shares (the “Earn-Out Shares”) if Wildfire Media achieves $25 million in gross revenue. Currently, Wildfire Media has $85 million in receivables. The Acquisition Shares and the Earn-Out Shares shall be subject to a lock-up agreement pursuant to which the Wildfire Shareholders agree not to sell or transfer the shares until the expiration of the 1-year buy-back period, except as may be otherwise provided in the lock-up agreement. On October 18, 2022, Wildfire Media Corp retained the services of a PCAOB approved auditing firm to undertake the requisite two-year audit as part of the agreed due diligence process.

Ongoing during the third quarter, the Company and the BFE Shareholders continued to negotiate a settlement that would allow the BFE transaction to be unwound. This process would involve the Company transferring back to the BFE Shareholders their respective share interests in BFE and the BFE Shareholders transferring back to the Company the 2,650,000 shares of the Company’s common stock issued in connection with the transaction. The Company would also pay the BFE Shareholders a total lump sum cash payment of $75,000 as part of the settlement. In addition, 100,000 shares of the Company’s common stock that were issued to one of the BFE Shareholders under his consulting agreement in connection with the transaction would be retained by that BFE Shareholder, and that shareholder would make a charitable contribution of 50,000 of those shares. The parties would also exchange general releases and terminate all agreements among the parties in connection with the transaction.

On September 20, 2022, the Company and Michael Bruk and Russ Kirzhner, tentatively agreed to settle a dispute between them, paying each lender $100,000 and the lenders making a charitable contribution of the shares to the Epstein Memorial Charity. The dispute arose subsequent to April 4, 2021, when the Company issued the lenders shares of the Company’s common stock, which it intended to be payment in full of the outstanding balances of the Loans. A dispute subsequently arose among the parties regarding the exact loan pay-off amount. The parties are currently negotiating the terms of a settlement agreement. Accordingly, the settlement remains subject to the parties finalizing the settlement agreement and closing the proposed settlement transactions.

On October 31, 2022, the Company had extended the term of its share exchange agreement with Wildfire Media, for the purpose of allowing the requisite two-year PCAOB audit to continue, until December 16, 2022.

On November 11, 2022, the Company signed a mutual settlement agreement with Michael Bruk and Ruslan Kirzhner, whereby the Company paid back loans of $100,000 to Mr. Bruk and $100.000 to Mr. Kirzhner and they in turn donated 70,865 and 64,940 shares of stock respectively, to the Hans and Rosy Epstein Memorial Committee. The Company and the respective parties agreed to mutually disengage all previous business, legal and technical associations.

On November 14, 2022, the Company signed a Technology Agreement and a Sponsor/Advisor agreement with Horizin Fintex (“Horizon”) for the purpose of facilitating the admission of the tokenized common stock of the Company to the Upstream/MERJ exchange. As part of the agreement, Horizon would assist in the compilation and presentation of the documents and affirmations that must accompany an application for inclusion to the Upstream/MERJ exchange.

On December 4, 2022, the Company signed an agreement with ShareIntel Services, Inc. (“ShareIntel”) to gather and provide information to the Company regarding the ownership, sales, purchases and custory of the Company’s common stock by individuals, institutions, broker-dealers, and clearing agents for the purpose of supplying the Company the information needed to mount a potential lawsuit regarding alleged naked shorting of the Company’s common stock in 2021 and 2022.

On December 7, 2022, the Company had completed and filed its application to list a tokenized version of the Company’s common stock on the Upstream/MERJ exchange. As of December 31, 2023, the Company had not yet proceeded with any plans to list the tokenized version of the Company’s common stock.

On March 8, 2023, the Company was informed that Pinnacle Accountancy Group of Utah (“Pinnacle”), the Company’s independent, registered, public accounting firm, was not renewing its engagement with the Company. The Company has not had any disputes with Pinnacle regarding any matters. There had been no disagreements with Pinnacle on any matter of accounting principles or practices from the date of their engagement on March 9, 2020 through the years ending December 31, 2020 and 2021, the quarter ended September 30, 2022, nor through March 8, 2023.

On March 8, 2023, the Company engaged BF Borgers, CPA PC, as its independent accountant to provide auditing services going forward for the Company. Prior to such engagement, the Company had no consultations with BF Borgers, CPA PC.

On April 10, 2023, the Company received notice from the OTC Markets Group (the “OTC”) that its common shares would be moved from the OTCQB market to the OTC Pink market on April 11, 2023, due to continued concerns on the accuracy or adequacy of the Company’s disclosures, including its reporting of insider transactions and beneficial ownership. The Company’s common shares would continue to be quoted on the OTC Pink market.

On August 20, 2023, the Company entered into a Membership Interest Purchase Agreement (the “Purchase Agreement”) with AI Commerce Group, LLC, a Puerto Rico limited liability company (the “AI Commerce”) and the members of AI Commerce (the “AI Members”), as identified in the Purchase Agreement, pursuant to which, upon the terms and subject to the conditions set forth therein, the Company will acquire from the AI Members all of the outstanding ownership interests in AI Commerce. The aggregate consideration payable by the Company under the Purchase Agreement will be an amount in cash equal to Twenty Million (20,000,000) shares of common stock (the “AI Acquisition Shares”) of the Company, which AI Commerce shall cause the Company and its transfer agent to deliver into escrow at the Closing (as defined in the Purchase Agreement). The Acquisition Shares shall be allocated proportionally to the AI Members based on their respective percentage ownership interest in the AI Membership Interests as set forth in Schedule A of the Purchase Agreement.

B) GOING CONCERN

The Company’s consolidated financial statements are prepared using U.S. GAAP applicable to a going concern which contemplates the realization of assets and liquidation of liabilities in the normal course of business. The Company has not yet established an ongoing source of revenue sufficient to cover its operating costs and allow it to continue as a going concern. The ability of the Company to continue as a going concern is dependent on the Company obtaining adequate capital to fund operating losses until it becomes profitable. If the Company is unable to obtain adequate capital, it could be forced to cease operations. These conditions raise substantial doubt regarding the Company’s ability to continue as a going concern.

In order to continue as a going concern, the Company will need, among other things, additional capital resources. Management’s plan is to obtain such resources for the Company by obtaining capital from management and significant shareholders sufficient to meet its operating expenses and seeking equity and/or debt financing. However, management cannot provide any assurances that the Company will be successful in accomplishing any of its plans.

The ability of the Company to continue as a going concern is dependent upon its ability to successfully accomplish the plans described in the preceding paragraph and eventually secure other sources of financing and attain profitable operations. The accompanying consolidated financial statements do not include any adjustments that might be necessary if the Company is unable to continue as a going concern.