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

November 22, 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,						September30,
	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 value 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	%

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 aimprovement 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			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	%		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 solutions@12ReTech.com.

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 may 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
mgilbert@magellanfin.com
317-361-2392 (USA)

Corporate Headquarters
investors@12ReTech.com