12 ReTech Corporation Released its Financial Report for the Quarter Ended September 30, 2021.

Shows 180.3% Revenue Improvement Over Prior Comparable Period Results and Generates a GAAP Net Loss of $5.8 million.

Las Vegas, NV, Nov. 22, 2021 (GLOBE NEWSWIRE) — 12 ReTech Corporation (OTC: RETC), announced today that it has filed its third quarter Form 10-Q with the United States Securities and Exchange Commission for the period ended September 30, 2021. These financial results represent the combined operations of the Company and its subsidiaries during the entire three-month and nine-month period ended September 30, 2021.

For the three-month period ended September 30, 2021, the Company reported gross sales of $190,876 versus $68,052 for the same period in 2020. This represents an increase of $122,824 or 180.3%. It should be noted that most of the Company’s prior year revenues occurred in the pre-pandemic months of January and February of 2020.

For the three-month period ended September 30, 2021, the Company’s GAAP Net Loss was $5,332,852 versus a net gain of $6,675,769 for the comparable period in 2020. This represents a decrease of $11,981,724 or 193.9% in the GAAP Net Loss in the third quarter of 2021 when measured against the prior year’s comparable period results.

For the nine-month period ended September 30, 2021, the Company reported gross sales of $511,603 versus $590,814 for the same period in 2020. This represents a decrease of $79,211 or 13.4%. It should be noted that most of the Company’s prior year revenues occurred in the pre-pandemic months of January and February of 2020.

For the nine-month period ended September 30, 2021, the Company’s GAAP Net Loss was $7,504,971 versus a net loss of $4,430,486 for the comparable period in 2020. This represents a decrease of $11,981,724 or 193.9% in the GAAP Net Loss in the nine months of 2021 when measured against the prior year’s comparable period results.

Our GAAP financial results as published in our 10-Q report for the three-month and nine-month period ending September 30, 2021, are displayed below. Readers are cautioned to review our 10-Q report for the three-month and nine-month period ending September 30, 2021, before making any investment decisions in 12 ReTech.

12 ReTech Corporation
GAAP Consolidated Balance Sheet
(unaudited)

September 30,

Dec 31,

2021

2020

ASSETS

Current Assets:

Cash and cash equivalents

$

94,529

$

11,784

Accounts receivable

7,793

3,108

Inventory

188,463

177,172

Prepaid expenses

11,005

12,920

Total Current Assets

301,790

204,984

Fixed assets, net

45,353

88,228

ROU Asset

52,671

Other Asset

89,000

Security deposit

241,310

241,250

TOTAL ASSETS

$

677,453

$

587,133

LIABILITIES AND STOCKHOLDERS’ DEFICIT

Current Liabilities:

Accounts payable and accrued liabilities

$

3,722,260

$

3,187,592

Due to stockholders

385,121

383,753

Related Party Notes payable, net of discounts

31,000

31,000

Notes payables, net of discounts

35,000

Convertible notes payable, net of discounts

1,317,467

1,268,647

Derivative liabilities

10,090,212

23,798,240

General default reserve

1,463,120

2,278,648

Lease liability

52,671

Bank loans

249,937

249,937

Merchant cash advances, net of discounts

404,878

409,892

Total Current Liabilities

17,663,994

31,695,379

Lease Liability

SBA and PPP Loans

627,701

620,182

Total Long – Term Liabilities

627,701

620,182

Total Liabilities

18,291,695

32,315,561

Commitments and Contingencies

Series B Preferred Stock, 1,000,000 shares designated; $0.00001 par value, $1.00 stated value; 0 shares and 170,400 shares issued and outstanding at September 30, 2021 and December 31, 2020, respectively. Liquidation preference $106,000

170,400

Series D-1 Preferred Stock, 500,000 shares designated; $0.00001 par value $2.00 stated value; 0 shares issued and outstanding at September 30, 2021 and December 31, 2020. Liquidation preference $0 as of June 30, 2021

Series D-2 Preferred Stock, 2,500,000 shares designated; $0.00001 par value, $2.00 stated value; 754,410 shares and 912,368 shares issued and outstanding at September 30, 2021 and December 31, 2020, respectively. Liquidation preference $1,896,622

2,093,122

2,607,162

Series D-3 Preferred Stock, 500,000 shares designated; $0.00001 par value $5.00 stated value; 54,840 shares issued and outstanding at September 30, 2021 and December 31, 2020. Liquidation preference $274,234

274,234

274,234

Stockholders’ Deficit:

Preferred stock: 50,000,000 authorized; $0.00001 par value:

Series A Preferred Stock, 10,000,000 shares designated; $0.00001 par value; 9,164,775 and 9,198,816 shares issued and outstanding at September 30, 2021 and December 31, 2020

92

93

Series C Preferred Stock, 2 shares designated; $0.00001 par value; 2 shares issued and outstanding at September 30, 2021 and December 31, 2020

2

1

Series D-5 Preferred Stock, 1,000,000 shares designated; $0.00001 par value, $4.00 stated value; 128,494 shares and 128,494 shares issued and outstanding at September 30, 2021 and December 31, 2020, respectively

513,976

513,976

Series D-6 Preferred Stock, 1,000,000 shares designated; $0.00001 par value $5.00 stated value; 104,680 shares issued and outstanding at September 30, 2021 and December 31, 2020.

523,400

523,400

Common stock: 20,000,000,000 authorized, $0.00001 par value; 11,234,600,759 and 1,980,903,450 shares issued and outstanding at September 30, 2021 and December 31, 2020, respectively

112,346

11,768

Additional paid-in capital

31,485,456

9,282,228

Minority interest

(659,408

)

(634,297

)

Accumulated other comprehensive income

(1,702

)

(1,493

)

Accumulated deficit

(51,955,760

)

(44,475,900

)

Total Stockholders’ Deficit

(19,981,598

)

(34,780,224

)

TOTAL LIABILITIES AND STOCKHOLDERS’ DEFICIT

$

677,453

$

587,133

12 Retech Corporation
GAAP Consolidated Statements of Operations
(unaudited)

Three Months Ended

Nine Months Ended

September 30,

September 30,

2021

2020

2021

2020

Revenues

$

190,876

$

68,052

$

511,603

$

590,814

Cost of revenue

101,518

33,539

317,227

304,700

Gross Profit

89,358

34,513

194,376

286,114

Operating Expenses

General and administrative

365,474

$

366,783

1,112,822

1,425,356

Professional fees

182,027

94,179

484,198

428,681

Depreciation

10,665

69,256

42,874

264,678

Total Operating Expenses

558,166

530,218

1,639,894

2,118,715

Loss from operations

(468,808

)

(495,705

)

(1,445,518

)

(1,832,601

)

Other Expense

Other income

224,738

$

217,052

291,211

416,218

Reserve Expense

172,704

(131,131

)

330,132

(355,684

)

Interest expense

(309,398

)

(98,752

)

(2,090,199

)

(335,339

)

Gain/loss on derivative liability

(5,420,896

)

6,688,600

(4,590,597

)

(2,323,080

)

Net Other Expense

(5,332,852

)

6,675,769

(6,059,453

)

(2,597,885

)

Net Loss

$

(5,801,660

)

$

6,180,064

$

(7,504,971

)

$

(4,430,486

)

Other comprehensive income- foreign currency translation adjustment

(169

)

3

(209

)

962

Comprehensive Loss

$

(5,801,829

)

$

6,180,067

$

(7,505,180

)

$

(4,429,524

)

Minority Interest

$

14,939

$

1,027

$

(25,111

)

$

(153,792

)

Net Loss to 12 ReTech Corporation

(5,816,768

)

6,179,040

(7,480,069

)

(4,275,732

)

Net Loss Per Common Share: Basic and Diluted

$

(0.00

)

$

0.04

$

(0.00

)

$

(0.09

)

Weighted Average Number of Common Shares Outstanding: Basic and Diluted

13,694,616,812

146,341,243

6,256,753,729

47,357,790

12 ReTech Corporation
Condensed Consolidated statement of Cash Flows
(unaudited)

Nine Months Ended

September 30,

2021

2020

CASH FLOWS FROM OPERATING ACTIVITIES:

Net Loss

$

(7,504,971

)

$

(4,430,486

)

Adjustments to reconcile net loss to net cash used in operating activities:

Depreciation and amortization

42,874

264,678

Increase in notes payable and Series D-2 for defaults

355,684

Excess fair market valu
e of common shares over liabilities settled

123,375

Accrual of dividends on preferred stock

20,661

Change in fair value of derivative liability

4,599,955

Gain/loss on derivative liability and additional interest expense recorded on issuance

1,642,731

2,323,080

Amortization of debt discount

72,784

Accounts receivable

(4,685

)

3,290

Prepaid Expenses

1,915

108,616

Inventory

(11,291

)

(4,405

)

Security deposit

42,737

Other current assets

115,136

Accounts payable and accrued liabilities

535,745

692,210

Net Cash Provided By (Used in) Operating Activities

(624,943

)

(385,424

)

CASH FLOWS FROM INVESTING ACTIVITIES:

Purchase of property and equipment

400

Software development costs

(88,999

)

(175,426

)

Security deposit

(60

)

Net Cash Used in Investing Activities

(89,059

)

(175,026

)

CASH FLOWS FROM FINANCING ACTIVITIES:

Proceeds (repayments) from stockholders

1,368

(235

)

Proceeds from convertible notes payable and notes payable

637,875

60,000

Proceeds from Preferred Series Stock

189,999

Repayments of related party notes payable

(35,000

)

(15,000

)

Proceeds from PPP and SBA loans

7,519

485,782

Payments on merchant financing

(5,014

)

(62,817

)

Proceeds from bank loans

16,687

Net Cash Provided by Financing Activities

796,747

484,416

Effect of Exchange Rate Changes on Cash and Cash Equivalents

962

Net decrease in cash and cash equivalents

82,745

(76,034

)

Cash and cash equivalents, beginning of period

11,784

118,860

Cash and cash equivalents, end of period

$

94,529

42,826

Supplemental cash flow information

Cash paid for interest

$

$

Cash paid for taxes

$

$

Non-cash transactions:

Discounts on convertible notes payable

$

220,889

$

7,099

Conversions of convertible notes payable, accrued interest and derivatives

$

21,059,173

$

106,833

Conversion preferred stock into common stock

$

1,184,559

$

38,799

Angelo Ponzetta, CEO of 12 ReTech Corporation stated, “The Company has restored operations related to the 12 Fashion Group and the 12 Retail Corp store at the Mohegan Sun Resort, and while both operations are not at pre-pandemic levels, we have made good progress in getting there.”

“Our 10-Q report for the quarter ended September 30, 2021, also briefly discusses a new effort at creating a social shopping mobile APP. I would like to expand on our efforts here.”

“We are investing in and developing a social shopping mobile APP, which we are planning to beta test during this upcoming holiday season. This APP will be designed to bring consumers to smaller mom-and-pop retailers who are competing with large retailers such as Walmart and Amazon. We anticipate that these small retailers, who have physical as well as ecommerce operations, should receive new customers as a result of joining our network. We believe that they will be willing to pay us a fee when they sell something to their newfound clientele. We believe that smaller retailers don’t typically have the resources to compete with large companies who have the resources to corner a large share of the retail channel. Today, without our APP, smaller retailers might join forces with their larger competitors, only to find their ideas cannibalized by the same channels they use for marketing. Retailers in our network will pay us a fee when they receive a completed sales transaction. They will not have to pay us for “tire-kickers”. We will communicate our efforts as milestones are reached, but we are very excited about the potential game-changing nature of this APP.”

On a non-GAAP basis, excluding the costs of non-cash financing, non-cash reserve expenses, and any changes in derivative liabilities, the Company’s non-GAAP net loss in the third quarter of 2021 was $244,070 versus a non-GAAP net loss of $278,653 in 2020. This represents a decrease of $34,583 or 12.4% in non-GAAP net loss in FY2021 when measured against the prior year’s comparable period results. Management believes the exclusion of non-cash financing, non-cash reserve expenses and derivative liability changes gives readers a more accurate view of the operations of the Company for the three month period ending September 30, 2021.

12 ReTech Corporation Q3 Income Statement Comparison

Q3 2021

Q3 2020

Year over Year % Changes

Q3 2021

Q3 2020

Year over Year % Changes

GAAP

GAAP

GAAP

non-GAAP

non-GAAP

GAAP

Revenues

190,876

68,052

180.5

%

190,876

68,052

180.5

%

Cost of Revenue

101,518

33,539

202.7

%

101,518

33,539

202.7

%

Gross Profit

89,358

34,513

158.9

%

89,358

34,513

158.9

%

Operating Expenses

General & Administrative

365,474

366,783

365,474

366,783

Professional Fees

182,027

94,179

182,027

94,179

Depreciation

10,665

69,256

10,665

69,256

Total Operating Expenses

558,166

530,218

5.3

%

558,166

530,218

5.3

%

Loss from Operations

(468,808

)

(495,705

)

-5.4

%

(468,808

)

(495,705

)

-5.4

%

Other Income (Expense)

Other Income

224,738

217,052

224,738

217,052

Reserve Expense

172,704

(131,131

)

Interest Expense

(309,398

)

(98,752

)

Gain/(Loss) on Derivative Liability

(5,420,896

)

6,688,600

Net Other Income (Expense)

(5,332,852

)

6,675,769

-179.9

%

224,738

217,052

3.5

%< /p>

Net Income Gain (Loss)

(5,801,660

)

6,180,064

-193.9

%

(244,070

)

(278,653

)

-12.4

%

On a non-GAAP basis, excluding the costs of non-cash financing, non-cash reserve expenses and any changes in derivative liabilities, the Company’s non-GAAP net loss in the 9 months of 2021 was $1,154,307 versus a non-GAAP net loss of $1,416,383 in 2020. This represents a improvement of $262,076 or 30.0% in non-GAAP net loss in FY2021 when measured against the prior year’s comparable period results. Management believes the exclusion of non-cash financing, non-cash reserve expenses and derivative liability changes gives readers a more accurate view of the operations of the Company for the nine month period ending September 30, 2021.

12 ReTech Corporation Year To Date Income Statement Comparison

FY21 YTD

FY20 YTD

Year over Year % Changes

FY21 YTD

FY20 YTD

Year over Year % Changes

GAAP

GAAP

GAAP

non-GAAP

non-GAAP

GAAP

Revenues

511,603

590,814

-13.4

%

511,603

590,814

-13.4

%

Cost of Revenue

317,227

304,700

4.1

%

317,227

304,700

4.1

%

Gross Profit

194,376

286,114

-32.1

%

194,376

286,114

-32.1

%

Operating Expenses

General & Administrative

1,112,822

1,425,356

1,112,822

1,425,356

Professional Fees

484,198

< /td>

428,681

484,198

428,681

Depreciation

42,874

264,678

42,874

264,678

Total Operating Expenses

1,639,894

2,118,715

-22.6

%

1,639,894

2,118,715

-22.6

%

Loss from Operations

(1,445,518

)

(1,832,601

)

-21.1

%

(1,445,518

)

(1,832,601

)

-21.1

%

Other Income (Expense)

Other Income

291,211

416,218

291,211

416,218

Reserve Expense

330,132

(355,684

)

Interest Expense

(2,090,199

)

(335,339

)

Gain/(Loss) on Derivative Liability

(4,590,597

)

(2,323,080

)

Net Other Income (Expense)

(6,059,453

)

(2,597,885

)

133.2

< /td>

%

291,211

416,218

-30.0

%

Net Income Gain (Loss)

(7,504,971

)

(4,430,486

)

69.4

%

(1,154,307

)

(1,416,383

)

-18.5

%

Please note that any references regarding figures or data from the Form 10-Q are limited or summaries for discussion purposes. For accurate and complete figures, data, and disclosures, reference is made to the actual Form 10-Q on file with the SEC and available to be read at www.sec.gov.

Angelo Ponzetta commented, “Key in our going forward strategy is the role of proper financing for the operational growth and the research and development investment. We are not planning on using any more of the common financing mechanisms that plague our peers in the OTC Markets. As a matter of course, we are considering financing opportunities that are much more reasonable than the financing that we have taken in prior years.”

Angelo Ponzetta finished, “The other issue that has hurt us is that our convertible note financings have caused a large amount of dilution in our outstanding stock to our shareholders over the past several years. The good news is that Management believes additional conversions coming to market through this mechanism could disappear in short order if we are successful in procuring other traditional sources of financing.”

About 12 ReTech Corporation:

12 Retech Corporation is a vertically integrated omni channel retailer. 12 ReTech’s technology team truly understands and develops what merchants need in order to thrive in today’s demanding retail environment. We give our retailer clients the abilities and tools that enable them to compete effectively with the large retailers such as Amazon, Walmart and others.

For more information about our Company visit us at www.12ReTech.com.to learn about our software, contact us in the U.S.A at (530) 539 4329 or at [email protected].

Forward-Looking Statements

This press release contains “forward-looking statements” within the meaning of the safe harbor provisions of the U.S. Private Securities Litigation Reform Act of 1995. Forward-looking statements can be identified by words such as: “anticipate,” “intend,” “plan,” “goal,” “seek,” “believe,” “project,” “estimate,” “expect,” “strategy,” “future,” “likely,” “may,” “should,” “will” and similar references to future periods.

Forward-looking statements are neither historical facts nor assurances of future performance. Instead, they are based only on our current beliefs, expectations and assumptions regarding the future of our business, future plans and strategies, projections, anticipated events and trends, the economy and other future conditions. Because forward-looking statements relate to the future, they are subject to inherent uncertainties, risks and changes in circumstances that are difficult to predict and many of which are outside of our control. Our actual results and financial condition may differ materially from those indicated in the forward-looking statements. Therefore, you should not rely on any of these forward-looking statements. Important factors that could cause our actual results and financial condition to differ materially from those indicated in the forward-looking statements include, among others, the following: the ability of the Company to successfully implement its turnaround strategy, changes in costs of raw materials, labor, and employee benefits, as well as general market conditions, competition and pricing

Any forward-looking statement made by us in this press release is based only on information currently available to us and speaks only as of the date on which it is made. We undertake no obligation to publicly update any forward-looking statement, whether written or oral, that m
ay be made from time to time, whether as a result of new information, future developments or otherwise.

Investor Relations Contacts:

Mark Gilbert
Magellan FIN, LLC
[email protected]
317-361-2392 (USA)

Corporate Headquarters
[email protected]