What changed in this filing

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Item 1A. Risk Factors

2022-03-25 compared with 2021-03-31 · 337 added, 274 removed, 21 unchanged (97% of the section changed)

a Smaller Reporting Company, the Company is not required to include the disclosure under this Item 1A.

As a Smaller Reporting Company, the Company is not

required to include the disclosure under this Item 1A.

Risk Factors.

the fact that we are not required to provide risk factors, we consider the following factors to be risks to our continued growth

and development:

HAVE A LIMITED OPERATING HISTORY IN AN EVOLVING INDUSTRY, WHICH MAKES IT DIFFICULT TO EVALUATE OUR FUTURE PROSPECTS AND MAY INCREASE

THE RISK THAT WE WILL NOT BE SUCCESSFUL.

have a limited operating history in an evolving industry that may not develop as expected.

Assessing our business and future prospects

is challenging in light of the risks and difficulties we may encounter.

Despite the fact that we are not required to provide risk factors,

we consider the following factors to be risks to our continued growth and development:

WE HAVE A LIMITED OPERATING HISTORY IN AN EVOLVING

INDUSTRY, WHICH MAKES IT DIFFICULT TO EVALUATE OUR FUTURE PROSPECTS AND MAY INCREASE THE RISK THAT WE WILL NOT BE SUCCESSFUL.

We have a limited operating history in an evolving

industry that may not develop as expected.

Assessing our business and future prospects is challenging in light of the risks and difficulties

we may encounter.

These risks and difficulties include our ability to:

forecast our revenues and plan our operating expenses;

expand our business;

our acquisitions;

to rapidly evolving trends in the ways consumers and businesses interact with technology;

interruptions or disruptions in the offering of our products and our services;

a scalable, high-performance technology infrastructure that can efficiently and reliably handle increased usage, as well as

the deployment of new features and products;

integrate and retain talented sales, customer service, technology and other personnel;

manage rapid growth in personnel and operations;

COVID-19 pandemic

the demand for our services and/or platforms/products offered or our products under development are not finalized, our business

will be harmed.

We may not be able to successfully address these risks and difficulties, which could harm our business and results

of operations.

LIMITED OPERATING HISTORY MAKES IT DIFFICULT FOR US TO EVALUATE OUR FUTURE BUSINESS PROSPECTS AND MAKE DECISIONS BASED ON THOSE

ESTIMATES OF OUR FUTURE PERFORMANCE.

have a limited operating history and, as a consequence, it is difficult, if not impossible, to forecast our future results

based upon our historical data.

Reliance on the historical results may not be representative of the results we will achieve.

Because of the uncertainties related to our limited historical operations, we may be hindered in our ability to anticipate and

timely adapt to increases or decreases in revenues or expenses.

If we make poor budgetary decisions as a result of unreliable

historical data, we could be less profitable or continue to incur losses.

COVID-19 OUTBREAK HAS CAUSED DISRUPTIONS IN OUR DEVELOPMENT OPERATIONS, WHICH HAVE RESULTED IN DELAYS ON EXISTING PROJECTS AND

MAY HAVE ADDITIONAL NEGATIVE IMPACTS ON OUR OPERATIONS

Company operates in a high-tech marketplace and relies on professionals and partnerships all over the world, which is impacted

by the global pandemic, causing the Companys resources to be affected.

Our business operations have been and may continue

to be materially and adversely affected by the coronavirus disease COVID-19.

outbreak of respiratory illness caused by COVID-19 emerged in Wuhan city, Hubei province, PRC, in late 2019 and has been expanding

COVID-19 is considered to be highly contagious and poses a serious public health threat.

March 19, 2020, California Governor Gavin Newsom issued a stay at home order to protect the health and well-being of all Californians

and to establish consistency across the state in order to slow the spread of COVID-19.

California was therefore under strict quarantine

control and travel has been severely restricted, resulting in disruptions to work, communications, and access to files (due to

limited access to facilities).

Since then, other measures have been imposed in other countries and major cities in the USA, including

Los Angeles, and throughout the world in an effort to contain the COVID-19 outbreak.

The World Health Organization (the WHO)

is closely monitoring and evaluating the situation.

On March 11, 2020, the WHO declared the outbreak of COVID-19 a pandemic, expanding

its assessment of the threat beyond the global health emergency it had announced in January.

Any outbreak of such epidemic illness

or other adverse public health developments in the USA or elsewhere in the world may materially and adversely affect the global

economy, our markets and our business.

The stay at home order was lifted in California only on January 25, 2021, and as such we

were able to relocate our virtual offices space and resume normal operations.

the first quarter of 2020, the COVID-19 outbreak has caused disruptions in our development operations, which have resulted in

delays on exiting projects.

A prolonged disruption or any further unforeseen delay in our operations of the development, delivery

accurately forecast our revenues and plan our operating expenses;

successfully expand our business;

assimilate our acquisitions;

adapt to rapidly evolving trends in the ways consumers and businesses interact with technology;

avoid interruptions or disruptions in the offering of our products and our services;

develop a scalable, high-performance technology infrastructure that can efficiently and reliably handle increased usage, as well as the deployment of new features and products;

hire, integrate and retain talented sales, customer service, technology and other personnel;

effectively manage rapid growth in personnel and operations;

global COVID-19 pandemic

If the demand for our services and/or platforms/products

offered or our products under development are not finalized, our business will be harmed.

We may not be able to successfully address these

risks and difficulties, which could harm our business and results of operations.

OUR LIMITED OPERATING HISTORY MAKES IT DIFFICULT

FOR US TO EVALUATE OUR FUTURE BUSINESS PROSPECTS AND MAKE DECISIONS BASED ON THOSE ESTIMATES OF OUR FUTURE PERFORMANCE.

We have a limited operating history and, as a

consequence, it is difficult, if not impossible, to forecast our future results based upon our historical data.

Reliance on the historical

results may not be representative of the results we will achieve.

Because of the uncertainties related to our limited historical operations,

we may be hindered in our ability to anticipate and timely adapt to increases or decreases in revenues or expenses.

If we make poor budgetary

decisions as a result of unreliable historical data, we could be less profitable or continue to incur losses.

THE COVID-19 OUTBREAK HAS CAUSED DISRUPTIONS IN OUR DEVELOPMENT

OPERATIONS, WHICH HAVE RESULTED IN DELAYS ON EXISTING PROJECTS AND MAY HAVE ADDITIONAL NEGATIVE IMPACTS ON OUR OPERATIONS

The Company operates in a high-tech marketplace and

relies on professionals and partnerships all over the world, which is impacted by the global pandemic, causing the Company’s resources

to be affected.

Our business operations have been and may continue to be materially and adversely affected by the coronavirus disease

An outbreak of respiratory illness caused by COVID-19

emerged in Wuhan city, Hubei province, PRC, in late 2019 and expanded globally.

COVID-19 is considered to be highly contagious and poses

a serious public health threat.

On March 19, 2020, California Governor Gavin Newsom

issued a stay-at-home order to protect the health and well-being of all Californians and to establish consistency across the state in

order to slow the spread of COVID-19.

California was therefore under strict quarantine control and travel has been severely restricted,

resulting in disruptions to work, communications, and access to files (due to limited access to facilities).

Since then, other measures

have been imposed in other countries and major cities in the USA, including Los Angeles, and throughout the world in an effort to contain

the COVID-19 outbreak.

The World Health Organization (the “WHO”) is closely monitoring and evaluating the situation.

11, 2020, the WHO declared the outbreak of COVID-19 a pandemic, expanding its assessment of the threat beyond the global health emergency

it had announced in January.

Any outbreak of such epidemic illness or other adverse public health developments in the USA or elsewhere

in the world may materially and adversely affect the global economy, our markets and our business.

The stay-at-home order was lifted in

California only on January 25, 2021, and as such we were able to relocate our virtual offices space and resume “normal” operations.

In the first quarter of 2020,

the COVID-19 outbreak caused disruptions in our development operations, which resulted in delays on exiting projects.

The State of California

and the economy in general has begun to slowly re-open following the introduction of the COVID-19 vaccine.

During the fourth quarter of

2021, the omicron variants surfaced and has significantly impacted the United States and globally.

However, in the event COVID-19, the

omicron variant or other variant is to worsen or again surface any further unforeseen delay in our operations of the development, delivery

and assembly process within any of our activities could continue to result in, increased costs and reduced revenue.

cannot foresee whether the outbreak of COVID-19 will be effectively contained, nor can we predict the severity and duration of

If the outbreak of COVID-19 is not effectively and timely controlled, our business operations and financial condition

may be materially and adversely affected as a result of the deteriorating market outlook for sales, the slowdown in regional and

national economic growth, weakened liquidity and financial condition of our customers and vendors or other factors that we cannot

Any of these factors and other factors beyond our control could have an adverse effect on the overall business environment,

cause uncertainties, cause our business to suffer in ways that we cannot predict and materially and adversely impact our business,

financial condition and results of operations

RESULTS OF OPERATIONS HAVE NOT RESULTED IN PROFITABILITY AND WE MAY NOT BE ABLE TO ACHIEVE PROFITABILITY GOING FORWARD

We cannot foresee whether

the outbreak of COVID-19 and its variants will continue to be effectively contained.

If the outbreak of COVID-19 is not effectively and

timely controlled, our business operations and financial condition may be materially and adversely affected as a result of the deteriorating

market outlook for sales, the slowdown in regional and national economic growth, weakened liquidity and financial condition of our customers

and vendors or other factors that we cannot foresee.

Any of these factors and other factors beyond our control could have an adverse effect

on the overall business environment, cause uncertainties, cause our business to suffer in ways that we cannot predict and materially and

adversely impact our business, financial condition and results of operations.

OUR RESULTS OF OPERATIONS HAVE NOT RESULTED IN

PROFITABILITY AND WE MAY NOT BE ABLE TO ACHIEVE PROFITABILITY GOING FORWARD

The Company does not accrue or capitalize development

2 unchanged sentences

a net loss amounting to $33,930,433 for the year ended December 31, 2021 and $17,944,888 for the year ended December 31, 2020.

we incur additional significant operating losses, our stock price, may decline, perhaps significantly.

Our management is developing plans

to alleviate the negative trends and conditions described above.

additional significant operating losses, our stock price, may decline, perhaps significantly.

Our management is developing plans to alleviate

the negative trends and conditions described above.

Our business plan is speculative and unproven.

assurance that we will be successful in executing our business plan or that even if we successfully implement our business plan, that

we will be able to curtail our losses now or in the future.

Further, as we are an emerging enterprise, we expect that net losses

will continue, and our working capital deficiency will increase.

HAVE NOT GENERATED POSITIVE CASH FLOW FROM OPERATIONS, AND OUR ABILITY TO GENERATE POSITIVE CASH FLOW IS UNCERTAIN.

UNABLE TO GENERATE POSITIVE CASH FLOW OR OBTAIN SUFFICIENT CAPITAL WHEN NEEDED, OUR BUSINESS AND FUTURE PROSPECTS WILL BE ADVERSELY

AFFECTED AND WE COULD BE FORCED TO SUSPEND OR DISCONTINUE OPERATIONS.

operations have not generated positive cash flow for any reporting period since our inception, and we have funded our operations

primarily through the issuance of common stock and short-term and long-term debt and convertible debt.

Our limited operating history

makes an evaluation of our future prospects difficult.

The actual amount of funds that we will need to meet our operating needs

will be determined by a number of factors, many of which are beyond our control.

These factors include the timing and volume of

sales transactions, the success of our marketing strategy, market acceptance of our products, the success of our manufacturing

and research and development efforts (including any unanticipated delays), our manufacturing and labor costs, the costs associated

with obtaining and enforcing our intellectual property rights, regulatory changes, competition, technological developments in

the market, evolving industry standards and the amount of working capital investments we are required to make.

ability to continue to operate until we are able to generate sufficient our cash flow from operations will depend on our ability

to generate sufficient positive cash flow from our operations.

If we are unable to generate sufficient cash flow from our operations,

our business and future prospects will be adversely affected and we could be forced to suspend or discontinue operations.

There is no assurance that we will

be successful in executing our business plan or that even if we successfully implement our business plan, that we will be able to curtail

our losses now or in the future.

Further, as we are an emerging enterprise, we expect that net losses will continue, and our working capital

deficiency will increase.

WE HAVE NOT GENERATED POSITIVE CASH FLOW FROM OPERATIONS,

AND OUR ABILITY TO GENERATE POSITIVE CASH FLOW IS UNCERTAIN.

IF WE ARE UNABLE TO GENERATE POSITIVE CASH FLOW OR OBTAIN SUFFICIENT CAPITAL

WHEN NEEDED, OUR BUSINESS AND FUTURE PROSPECTS WILL BE ADVERSELY AFFECTED AND WE COULD BE FORCED TO SUSPEND OR DISCONTINUE OPERATIONS.

Our operations have not generated positive cash flow

for any reporting period since our inception, and we have funded our operations primarily through the issuance of common stock and short-term

and long-term debt and convertible debt.

Our limited operating history makes an evaluation of our future prospects difficult.

amount of funds that we will need to meet our operating needs will be determined by a number of factors, many of which are beyond our

These factors include the timing and volume of sales transactions, the success of our marketing strategy, market acceptance of

our products, the success of our manufacturing and research and development efforts (including any unanticipated delays), our manufacturing

and labor costs, the costs associated with obtaining and enforcing our intellectual property rights, regulatory changes, competition,

technological developments in the market, evolving industry standards and the amount of working capital investments we are required to

Our ability to continue to operate until we are able

to generate sufficient our cash flow from operations will depend on our ability to generate sufficient positive cash flow from our operations.

If we are unable to generate sufficient cash flow from our operations, our business and future prospects will be adversely affected and

we could be forced to suspend or discontinue operations.

The Company sustained net losses of $33,930,433 and

our operating activities used cash flows of $994,426 for the year ended December 31, 2020.

The Company sustained net losses of $186,505,119

and our operating activities used cash flows of $6,623,463 for the year ended December 31, 2019.

our operating activities used in cash flows of $1,369,114 for the year ended December 31, 2021.

The Company had a working capital deficit

of $27,710,040, stockholders’

deficit of $27,858,303 and an accumulated deficit of $270,651,339 at December 31, 2020.

WILL REQUIRE ADDITIONAL CAPITAL TO SUPPORT BUSINESS GROWTH, AND THIS CAPITAL MIGHT NOT BE AVAILABLE ON ACCEPTABLE TERMS, IF AT

intend to continue to make investments to support our business growth and we will require additional funds to respond to business

challenges, including the need to develop new features and products or enhance our existing products, improve our operating infrastructure

or acquire complementary businesses and technologies.

of $28,388,580, stockholders’ deficit of $28,761,981 and an accumulated deficit of $304,581,773 at December 31, 2021.

WE WILL REQUIRE ADDITIONAL CAPITAL TO SUPPORT BUSINESS

GROWTH, AND THIS CAPITAL MIGHT NOT BE AVAILABLE ON ACCEPTABLE TERMS, IF AT ALL.

We intend to continue to make investments to support

our business growth and we will require additional funds to respond to business challenges, including the need to develop new features

and products or enhance our existing products, improve our operating infrastructure or acquire complementary businesses and technologies.

Further, we need additional capital to continue operations.

we need to engage in equity or debt financings to secure additional funds.

We expect that we have sufficient capital to maintain

operations through the year of 2021.

In order to fully implement our business plan, we will need to raise $10,000,000.

additional funds through future issuances of equity or convertible debt securities, our existing stockholders could suffer significant

dilution, and any new equity securities we issue could have rights, preferences and privileges superior to those of holders of

Accordingly, we need to engage in equity or debt financings to secure additional

We expect that we have sufficient capital to maintain operations through the year of 2022.

In order to fully implement our business

plan, we will need to raise $10,000,000 If we raise additional funds through future issuances of equity or convertible debt securities,

our existing stockholders could suffer significant dilution, and any new equity securities we issue could have rights, preferences and

privileges superior to those of holders of our common stock.

Any debt financing that we secure in the future could involve restrictive

covenants relating to our capital raising activities and other financial and operational matters, which may make it more difficult for

us to obtain additional capital and to pursue business opportunities, including potential acquisitions.

We may not be able to obtain additional

financing on terms favorable to us, if at all.

If we are unable to obtain adequate financing or financing on terms satisfactory to us

when we require it, our ability to continue to support our business growth and to respond to business challenges could be impaired, and

our business may be harmed.

On December 17, 2021 (the

“Effective Date”), the “Company entered into an equity financing agreement (the “Equity Financing Agreement”)

and a registration rights agreement (the “Registration Rights Agreement”) with GHS Investments LLC (“GHS”), pursuant

to which GHS may purchase from the Company, up to that number of shares of common stock of the Company (the “Shares”) having

an aggregate Purchase Price of $10,000,000, subject to certain limitations and conditions set forth in the Equity Financing Agreement

from time to time over the course of 24 months after an effective registration of the Shares with the Securities and Exchange Commission

(the “SEC”) pursuant to the Registration Rights Agreement, is declared effective by the SEC (the “Contract Period”).

The Equity Financing Agreement grants the Company the right, from time to time at its sole discretion (subject to certain conditions)

during the Contract Period, to direct GHS to purchase shares of Common Stock on any business day (a “Put”), provided that

at least ten trading days has passed since the most recent Put.

The purchase price of the shares of Common Stock contained in a Put will

be 90% of the lowest daily volume weighted average price (VWAP) of the Company’s Common Stock during the ten consecutive trading

days preceding the receipt by GHS of the applicable Put notice.

Such sales of Common Stock by the Company, if any, may occur from time

to time, at the Company’s option, during the Contract Period.

Subject to the satisfaction of certain conditions set forth in the

Equity Financing Agreement, on each Put the Company will deliver a number of Shares equaling 110% of the dollar amount of each Put.

maximum dollar amount of each Put will not exceed 200% of the average daily trading dollar volume for the Company’s Common Stock

during the ten trading days preceding the Trading Day that GHS receives a Put.

No Put will be made in an amount equaling less than $10,000

or greater than $500,000.

Puts are further limited to GHS owning no more than 4.99% of the outstanding stock of the Company at any given

The Equity Financing Agreement and the Registration Rights Agreement contain customary representations, obligations, rights, warranties,

agreements and conditions of the parties.

The Equity Financing Agreement terminates upon any of the following events:

when GHS has purchased

an aggregate of $10,000,000 in the Common Stock of the Company pursuant to the Equity Financing Agreement;

on the date that is 24 calendar

months from the date the Equity Financing Agreement was executed.

Actual sales of shares of Common Stock to GHS under the Equity Financing

Agreement will depend on a variety of factors to be determined by the Company from time to time, including, among others, market conditions,

the trading price of the Common Stock and determinations by the Company as to the appropriate sources of funding for the Company and

its operations.

On January 12, 2022, the Company filed registration statement for the sale of 5,500,000 shares of common stock pursuant

to the Equity Financing Agreement, which was declared effective on February 11, 2022 The Company issued

463,303 shares with net proceeds of $66,942 from the Equity Financing Agreement in February 2022.

WE DEPEND UPON KEY PERSONNEL AND NEED ADDITIONAL

Our success depends on our inability to attract and

retain key personnel including Michael Murray, our President, Mansour Khatib, our CEO, and Dr.

Danny Rittman, our CTO, and our inability

to do so may materially and adversely affect our business operations.

The loss of qualified personnel could have a material and adverse

effect on our business operations.

Additionally, the success of the Company’s operations will largely depend upon its ability to

successfully attract and maintain competent and qualified key management personnel.

As with any company with limited resources, there

can be no guaranty that the Company will be able to attract such individuals or that the presence of such individuals will necessarily

translate into profitability for the Company.

OUR BUSINESS REQUIRES SUBSTANTIAL CAPITAL, AND

IF WE ARE UNABLE TO MAINTAIN ADEQUATE CASH FLOWS FROM OPERATIONS OUR PROFITABILITY AND FINANCIAL CONDITION WILL SUFFER AND JEOPARDIZE

OUR ABILITY TO CONTINUE OPERATIONS

We require substantial capital to support our operations.

If we are unable to generate adequate cash flows from our operations, maintain adequate financing or other sources of capital are not

available, we could be forced to suspend, curtail or reduce our operations, which could harm our revenues, profitability, financial condition

and business prospects.

THERE IS CURRENTLY A LIMITED PUBLIC MARKET FOR

OUR COMMON STOCK.

Any debt financing that we secure in the future could involve restrictive covenants relating to our capital

raising activities and other financial and operational matters, which may make it more difficult for us to obtain additional capital

and to pursue business opportunities, including potential acquisitions.

We may not be able to obtain additional financing on terms

favorable to us, if at all.

If we are unable to obtain adequate financing or financing on terms satisfactory to us when we require

it, our ability to continue to support our business growth and to respond to business challenges could be impaired, and our business

may be harmed.

DEPEND UPON KEY PERSONNEL AND NEED ADDITIONAL PERSONNEL

success depends on our inability to attract and retain key personnel including Mansour Khatib, our CEO, and Dr.

Danny Rittman,

our CTO, and our inability to do so may materially and adversely affect our business operations.

The loss of qualified personnel

could have a material and adverse effect on our business operations.

Additionally, the success of the Companys

operations will largely depend upon its ability to successfully attract and maintain competent and qualified key management personnel.

As with any company with limited resources, there can be no guaranty that the Company will be able to attract such individuals

or that the presence of such individuals will necessarily translate into profitability for the Company.

BUSINESS REQUIRES SUBSTANTIAL CAPITAL, AND IF WE ARE UNABLE TO MAINTAIN ADEQUATE CASH FLOWS FROM OPERATIONS OUR PROFITABILITY

AND FINANCIAL CONDITION WILL SUFFER AND JEOPARDIZE OUR ABILITY TO CONTINUE OPERATIONS

require substantial capital to support our operations.

If we are unable to generate adequate cash flows from our operations,

maintain adequate financing or other sources of capital are not available, we could be forced to suspend, curtail or reduce our

operations, which could harm our revenues, profitability, financial condition and business prospects.

IS CURRENTLY A LIMITED PUBLIC MARKET FOR OUR COMMON STOCK.

FAILURE TO FURTHER DEVELOP OR MAINTAIN A TRADING MARKET COULD NEGATIVELY

AFFECT THE VALUE OF OUR COMMON STOCK AND MAKE IT DIFFICULT OR IMPOSSIBLE FOR YOU TO SELL YOUR STOCK.

is a limited public market for our Common Stock, which is traded on the OTC PINK under the symbol GTCH.

We cannot give any assurances

that there will ever be a mature, developed market for our common stock.

Failure to further develop or maintain an active trading

market could negatively affect the value of our shares and make it difficult for you to sell your shares or recover any part of

your investment in us.

Even if a market for our common stock does develop in a material way, the market price of our common stock

may be highly volatile.

In addition to the uncertainties relating to our future operating performance and the profitability of

our operations, factors such as variations in our interim financial results, or various, as yet unpredictable factors, many of

which are beyond our control, may have a negative effect on the market price of our common stock.

WE FAIL TO MAINTAIN AN EFFECTIVE SYSTEM OF INTERNAL CONTROLS, WE MAY NOT BE ABLE TO ACCURATELY REPORT OUR FINANCIAL RESULTS OR

PREVENT FRAUD.

AS A RESULT, CURRENT AND POTENTIAL STOCKHOLDERS COULD LOSE CONFIDENCE IN OUR FINANCIAL REPORTING, WHICH WOULD HARM

OUR BUSINESS AND THE TRADING PRICE OF OUR STOCK.

internal controls are necessary for us to provide reliable financial reports and effectively prevent fraud.

If we cannot provide

reliable financial reports or prevent fraud, our brand and operating results could be harmed.

We have in the past discovered,

and may in the future discover, areas of our internal controls that need improvement.

For example, for the years ended December

31, 2020 and December 31, 2019, we reported that our disclosure controls and procedures were not effective due to the lack of

resources and the reliance on outside consultants.

We intend to increase managements review of our financials.

be certain that these measures will ensure that we implement and maintain adequate controls over our financial processes and reporting

in the future.

Any failure to implement required new or improved controls, or difficulties encountered in their implementation,

could harm our operating results or cause us to fail to meet our reporting obligations.

Inferior internal controls could also

cause investors to lose confidence in our reported financial information, which could have a negative effect on the trading price

FAILURE TO FURTHER DEVELOP OR MAINTAIN A TRADING MARKET COULD NEGATIVELY AFFECT THE VALUE OF OUR COMMON STOCK AND MAKE

IT DIFFICULT OR IMPOSSIBLE FOR YOU TO SELL YOUR STOCK.

There is a limited public market for our Common Stock,

which is traded on the OTC PINK under the symbol GTCH.

We cannot give any assurances that there will ever be a mature, developed market

for our common stock.

Failure to further develop or maintain an active trading market could negatively affect the value of our shares

and make it difficult for you to sell your shares or recover any part of your investment in us.

Even if a market for our common stock

does develop in a material way, the market price of our common stock may be highly volatile.

In addition to the uncertainties relating

to our future operating performance and the profitability of our operations, factors such as variations in our interim financial results,

or various, as yet unpredictable factors, many of which are beyond our control, may have a negative effect on the market price of our

common stock.

IF WE FAIL TO MAINTAIN

AN EFFECTIVE SYSTEM OF INTERNAL CONTROLS, WE MAY NOT BE ABLE TO ACCURATELY REPORT OUR FINANCIAL RESULTS OR PREVENT FRAUD.

CURRENT AND POTENTIAL STOCKHOLDERS COULD LOSE CONFIDENCE IN OUR FINANCIAL REPORTING, WHICH WOULD HARM OUR BUSINESS AND THE TRADING PRICE

OF OUR STOCK.

Risks Related to Our Common Stock

we are quoted on the OTC PINK marketplace instead of a national securities exchange, our investors may experience significant

volatility in the market price of our stock and have difficulty selling their shares.

Common Stock is currently quoted on the OTC Market Groups OTC PINK marketplace under the ticker symbol GTCH

((prior years under the symbol:

The OTC is a regulated quotation service that displays real-time quotes and

last sale prices in over-the-counter securities.

Trading in shares quoted on the OTC PINK is often thin and characterized by volatility.

This volatility may be caused by a variety of factors, including the lack of readily available price quotations, the absence of

consistent administrative supervision of bid and ask quotations, lower trading volume and market conditions.

As a result, there

may be wide fluctuations in the market price of the shares of our Common Stock for reasons unrelated to operating performance,

and this volatility, when it occurs, may have a negative effect on the market price for our securities.

Moreover, the OTC PINK

is not a stock exchange, and trading of securities on this platform is more sporadic than the trading of securities listed on

a national quotation system or stock exchange.

Accordingly, our stockholders may not be able to realize a fair price from their

shares when they determine to sell them or may have to hold them for a substantial period of time until the market for our Common

Stock improves.

stock price and trading volume may be volatile, which could result in substantial losses for our stockholders.

equity trading markets may experience periods of volatility, which could result in highly variable and unpredictable pricing of

equity securities.

The market price of our Common Stock could change in ways that may or may not be related to our business, our

industry or our operating performance and financial condition.

In addition, the trading volume in our Common Stock has been low

and may fluctuate and cause significant price variations to occur.

We have experienced significant volatility in the price of

In addition, the stock markets in general can experience considerable price and volume fluctuations.

have not paid dividends in the past and have no immediate plans to pay cash dividends.

plan to reinvest all of our earnings, to the extent we have earnings, in order to develop and deliver our products and cover operating

costs and to otherwise become and remain competitive.

We do not plan to pay any cash dividends with respect to our securities

in the foreseeable future.

We cannot assure you that we would, at any time, generate sufficient surplus cash that would be available

for distribution to the holders of our Common Stock as a dividend.

Therefore, you should not expect to receive cash dividends

on our Common Stock.

eligible for future sale may adversely affect the market for our Common Stock.

the 493,110,305 shares of our Common Stock outstanding as of the date of this Annual Report, approximately 122,894,088 are restricted

and 370,216,217 shares are freely tradable without restriction pursuant to Rule 144.

Any substantial sale of our Common Stock

pursuant to Rule 144 or pursuant to any resale prospectus may have a material adverse effect on the market price of our Common

may experience future dilution as a result of future equity offerings.

order to raise additional capital, we may in the future offer additional shares of our Common Stock or other securities convertible

into or exchangeable for our Common Stock at prices that may not be the same as the price per share in this offering.

shares or other securities in any future offering at a price per share that is lower than the price per share paid by investors

in this offering, which would result in those newly issued shares being dilutive.

In addition, investors purchasing shares or

other securities in the future could have rights superior to existing stockholders, which could impair the value of your shares.

The price per share at which we sell additional shares of our Common Stock, or securities convertible or exchangeable into shares

of our Common Stock, in future transactions may be higher or lower than the price per share paid by investors in this offering.

charter documents and Nevada law may inhibit a takeover that stockholders consider favorable.

of our certificate of incorporation and bylaws and applicable provisions of Nevada law may delay or discourage transactions involving

an actual or potential change in control or change in our management, including transactions in which stockholders might otherwise

receive a premium for their shares, or transactions that our stockholders might otherwise deem to be in their best interests.

Effective internal controls

are necessary for us to provide reliable financial reports and effectively prevent fraud.

If we cannot provide reliable financial reports

or prevent fraud, our brand and operating results could be harmed.

We have in the past discovered, and may in the future discover, areas

of our internal controls that need improvement.

For example, for the years ended December 31, 2021 and December 31, 2020, we reported

that our disclosure controls and procedures were not effective due to the lack of resources and the reliance on outside consultants.

intend to increase management’s review of our financials.

We cannot be certain that these measures will ensure that we implement

and maintain adequate controls over our financial processes and reporting in the future.

Any failure to implement required new or improved

controls, or difficulties encountered in their implementation, could harm our operating results or cause us to fail to meet our reporting

Inferior internal controls could also cause investors to lose confidence in our reported financial information, which could

have a negative effect on the trading price of our stock.

Additional Risks Related to Our Common Stock

Because we are quoted on the OTC PINK marketplace

instead of a national securities exchange, our investors may experience significant volatility in the market price of our stock and have

difficulty selling their shares.

Our Common Stock is currently quoted on the OTC Market

Group’s OTC PINK marketplace under the ticker symbol “GTCH”.

The OTC is a regulated quotation service that displays

real-time quotes and last sale prices in over-the-counter securities.

Trading in shares quoted on the OTC PINK is often thin and characterized

by volatility.

This volatility may be caused by a variety of factors, including the lack of readily available price quotations, the absence

of consistent administrative supervision of bid and ask quotations, lower trading volume and market conditions.

As a result, there may

be wide fluctuations in the market price of the shares of our Common Stock for reasons unrelated to operating performance, and this volatility,

when it occurs, may have a negative effect on the market price for our securities.

Moreover, the OTC PINK is not a stock exchange, and

trading of securities on this platform is more sporadic than the trading of securities listed on a national quotation system or stock

Accordingly, our stockholders may not be able to realize a fair price from their shares when they determine to sell them or

may have to hold them for a substantial period of time until the market for our Common Stock improves.

Our stock price and trading volume may be volatile,

which could result in substantial losses for our stockholders.

The equity trading markets may experience periods

of volatility, which could result in highly variable and unpredictable pricing of equity securities.

The market price of our Common Stock

could change in ways that may or may not be related to our business, our industry or our operating performance and financial condition.

In addition, the trading volume in our Common Stock has been low and may fluctuate and cause significant price variations to occur.

have experienced significant volatility in the price of our stock.

In addition, the stock markets in general can experience considerable

price and volume fluctuations.

We have not paid dividends in the past and have

no immediate plans to pay cash dividends.

We plan to reinvest all of our earnings, to the extent

we have earnings, in order to develop and deliver our products and cover operating costs and to otherwise become and remain competitive.

We do not plan to pay any cash dividends with respect to our securities in the foreseeable future.

We cannot assure you that we would,

at any time, generate sufficient surplus cash that would be available for distribution to the holders of our Common Stock as a dividend.

Therefore, you should not expect to receive cash dividends on our Common Stock.

Shares eligible for future sale may adversely affect

the market for our Common Stock.

Of the 33,663,501 shares of our Common Stock outstanding

as of the date of this Annual Report, approximately 16,457,939.

are restricted and 17,205,562 shares are freely tradable

without restriction pursuant to Rule 144.

Any substantial sale of our Common Stock pursuant to Rule 144 or pursuant to any resale prospectus

may have a material adverse effect on the market price of our Common Stock.

You may experience future dilution as a result

of future equity offerings.

In order to raise additional capital, we may in the

future offer additional shares of our Common Stock or other securities convertible into or exchangeable for our Common Stock at prices

that may not be the same as the price per share in this offering.

We may sell shares or other securities in any future offering at a price

per share that is lower than the price per share paid by investors in this offering, which would result in those newly issued shares being

In addition, investors purchasing shares or other securities in the future could have rights superior to existing stockholders,

which could impair the value of your shares.

The price per share at which we sell additional shares of our Common Stock, or securities

convertible or exchangeable into shares of our Common Stock, in future transactions may be higher or lower than the price per share paid

by investors in this offering.

Our charter documents and Nevada law may inhibit

a takeover that stockholders consider favorable.

Provisions of our certificate of incorporation and

bylaws and applicable provisions of Nevada law may delay or discourage transactions involving an actual or potential change in control

or change in our management, including transactions in which stockholders might otherwise receive a premium for their shares, or transactions

that our stockholders might otherwise deem to be in their best interests.

The provisions in our certificate of incorporation and bylaws:

2 unchanged sentences

that all vacancies may be filled by the affirmative vote of a majority of directors then in office, even if less than a quorum.

are limitations on director/officer liability.

permitted by Nevada law, our certificate of incorporation limits the liability of our directors for monetary damages for breach

of a directors fiduciary duty except for liability in certain instances.

As a result of our charter provision and Nevada

law, shareholders may have limited rights to recover against directors for breach of fiduciary duty.

In addition, our certificate

of incorporation provides that we shall indemnify our directors and officers to the fullest extent permitted by law.

stock regulations may impose certain restrictions on marketability of our securities.

SEC has adopted regulations which generally define a penny stock to be any equity security that has a market price

of less than $5.00 per share or an exercise price of less than $5.00 per share, subject to certain exceptions.

A security listed

on a national securities exchange is exempt from the definition of a penny stock.

Our Common Stock is not currently listed on

a national security exchange.

Our Common Stock is therefore subject to rules that impose additional sales practice requirements

on broker-dealers who sell such securities to persons other than established customers and accredited investors (generally those

with assets in excess of $1,000,000 or annual income exceeding $200,000, or $300,000 together with their spouse).

For transactions

covered by such rules, the broker-dealer must make a special suitability determination for the purchase of such securities and

have received the purchasers written consent to the transaction prior to the purchase.

Additionally,

for any transaction involving a penny stock, unless exempt, the rules require the delivery, prior to the transaction, of a risk

disclosure document mandated by the SEC relating to the penny stock market.

The broker-dealer must also disclose the commission

payable to both the broker-dealer and the registered representative, current quotations for the securities and, if the broker-dealer

is the sole market maker, the broker dealer must disclose this fact and the broker-dealers presumed control over the market.

Finally, monthly statements must be sent disclosing recent price information for the penny stock held in the account and information

on the limited market in penny stocks.

Broker-dealers must wait two business days after providing buyers with disclosure materials

regarding a security before effecting a transaction in such security.

Consequently, the penny stock rules restrict

the ability of broker-dealers to sell our securities and affect the ability of investors to sell our securities in the secondary

market and the price at which such purchasers can sell any such securities, thereby affecting the liquidity of the market for

our Common Stock.

should also be aware that, according to the SEC, the market for penny stocks has suffered in recent years from patterns of fraud

There are limitations on director/officer liability.

As permitted by Nevada law, our certificate of incorporation

limits the liability of our directors for monetary damages for breach of a director’s fiduciary duty except for liability in certain

As a result of our charter provision and Nevada law, shareholders may have limited rights to recover against directors for

breach of fiduciary duty.

In addition, our certificate of incorporation provides that we shall indemnify our directors and officers to

the fullest extent permitted by law.

Penny stock regulations may impose certain restrictions on marketability

of our securities.

The SEC has adopted regulations which generally define

a “penny stock” to be any equity security that has a market price of less than $5.00 per share or an exercise price of less

than $5.00 per share, subject to certain exceptions.

A security listed on a national securities exchange is exempt from the definition

of a penny stock.

Our Common Stock is not currently listed on a national security exchange.

Our Common Stock is therefore subject to rules

that impose additional sales practice requirements on broker-dealers who sell such securities to persons other than established customers

and accredited investors (generally those with assets in excess of $1,000,000 or annual income exceeding $200,000, or $300,000 together

with their spouse).

For transactions covered by such rules, the broker-dealer must make a special suitability determination for the purchase

of such securities and have received the purchaser’s written consent to the transaction prior to the purchase.

Additionally, for any transaction involving a penny

stock, unless exempt, the rules require the delivery, prior to the transaction, of a risk disclosure document mandated by the SEC relating

to the penny stock market.

The broker-dealer must also disclose the commission payable to both the broker-dealer and the registered representative,

current quotations for the securities and, if the broker-dealer is the sole market maker, the broker dealer must disclose this fact and

the broker-dealer’s presumed control over the market.

Finally, monthly statements must be sent disclosing recent price information

for the penny stock held in the account and information on the limited market in penny stocks.

Broker-dealers must wait two business days

after providing buyers with disclosure materials regarding a security before effecting a transaction in such security.

Consequently, the

“penny stock” rules restrict the ability of broker-dealers to sell our securities and affect the ability of investors to sell

our securities in the secondary market and the price at which such purchasers can sell any such securities, thereby affecting the liquidity

of the market for our Common Stock.

Stockholders should also be aware that, according

to the SEC, the market for penny stocks has suffered in recent years from patterns of fraud and abuse.

Such patterns include:

of the market for the security by one or more broker-dealers that are often related to the promoter or issuer;

of prices through prearranged matching of purchases and sales and false and misleading press releases;

room practices involving high pressure sales tactics and unrealistic price projections by inexperienced sales persons;

and undisclosed bid-ask differentials and markups by selling broker-dealers;

wholesale dumping of the same securities by promoters and broker-dealers after prices have been manipulated to a desired level,

along with the inevitable collapse of those prices with consequent investor losses.

sales practice requirements may limit a stockholders ability to buy and sell our stock.

Financial Industry Regulatory Authority (referred to as FINRA) has adopted rules requiring that, in recommending an investment

to a customer, a broker-dealer must have reasonable grounds for believing that the investment is suitable for that customer.

to recommending speculative or low-priced securities to their non-institutional customers, broker-dealers must make reasonable

efforts to obtain information about the customers financial status, tax status, investment objectives and other information.

Under interpretations of these rules, FINRA has indicated its belief that there is a high probability that speculative or low-priced

securities will not be suitable for at least some customers.

If these FINRA requirements are applicable to us or our securities,

they may make it more difficult for broker-dealers to recommend that at least some of their customers buy our Common Stock, which

may limit the ability of our stockholders to buy and sell our common stock and could have an adverse effect on the market for

and price of our common stock.

control of the market for the security by one or more broker-dealers that are often related to the promoter or issuer;

manipulation of prices through prearranged matching of purchases and sales and false and misleading press releases;

“boiler room” practices involving high pressure sales tactics and unrealistic price projections by inexperienced sales persons;

excessive and undisclosed bid-ask differentials and markups by selling broker-dealers;

the wholesale dumping of the same securities by promoters and broker-dealers after prices have been manipulated to a desired level, along with the inevitable collapse of those prices with consequent investor losses.

FINRA sales practice requirements may limit a stockholder’s

ability to buy and sell our stock.

The Financial Industry Regulatory Authority (referred

to as FINRA) has adopted rules requiring that, in recommending an investment to a customer, a broker-dealer must have reasonable grounds

for believing that the investment is suitable for that customer.

Prior to recommending speculative or low-priced securities to their non-institutional

customers, broker-dealers must make reasonable efforts to obtain information about the customer’s financial status, tax status,

investment objectives and other information.

Under interpretations of these rules, FINRA has indicated its belief that there is a high

probability that speculative or low-priced securities will not be suitable for at least some customers.

If these FINRA requirements are

applicable to us or our securities, they may make it more difficult for broker-dealers to recommend that at least some of their customers

buy our Common Stock, which may limit the ability of our stockholders to buy and sell our common stock and could have an adverse effect

on the market for and price of our common stock.

UNRESOLVED STAFF COMMENTS

a Smaller Reporting Company, the Company is not required to include the disclosure under this Item 1B.

As a Smaller Reporting Company, the Company is not

required to include the disclosure under this Item 1B.

Unresolved Staff Comments.

At this time, there are no unresolved staff comments.

Company leases its office space at 2450 Colorado Ave., Suite 100E, Santa Monica, CA 90404 on a month-to-month lease for $273 per

Due to the global COVID-19 pandemic, the Company has maintained its address but only as virtual office space with minimum

administrative services, while all employees and consultants work remotely.

The Company leases its office space at 2450 Colorado

Ave., Suite 100E, Santa Monica, CA 90404 on a month-to-month lease for $311 per month.

Due to the global COVID-19 pandemic, the Company

has maintained its address but only as virtual office space with minimum administrative services, while all employees and consultants

work remotely.

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 1A. Risk Factors