What changed in this filing

/stocks — the workspaceLOADING

Item 5. Market for Registrant’s Common Equity

2022-03-25 compared with 2021-03-31 · 103 added, 861 removed, 7 unchanged (99% of the section changed)

MARKET FOR REGISTRANTS COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES.

Company is authorized to issue 100,000,000,000 of its $0.00001 par value common stock and 20,000,000 shares of its $0.00001 par

value preferred stock Series B and 10,000 shares of its $0.00001 par value preferred stock Series C, 100,000 shares of its $0.00001

par value preferred Series D shares, 2,000,000 of its $0.00001 par value preferred Series G shares and 40,000 of its $0.00001

par value preferred Series H shares.

As of December 31, 2020, 256,674,458 shares of common stock, as well as 45,000 shares of

preferred stock Series B, 700 shares of preferred stock Series C, zero shares of preferred stock Series D, zero shares of preferred

stock Series G and 20,000 shares of preferred stock Series H were issued and outstanding.

As of March 24, 2021, 493,110,305 shares

of common stock, as well as 45,000 shares of preferred stock Series B, 700 shares of preferred stock Series C, zero shares of

preferred stock Series D, zero shares of preferred stock Series G and 20,000 shares of preferred stock Series H are issued and

The Board of Directors reserves the right to issue shares of preferred stock in the future indicating preference

or rights as appropriate.

common stock commenced quotation on the OTC PINK under the symbol GTCH.

The Companys subsequent symbol was

The following table sets forth the range of high and low prices per share of our common stock for each period

indicated (after given effect to reverse split of1 for 100 split)

number of holders of record for our common stock as of March 24, 2021 was 89.

Company has not yet adopted any policy regarding payment of dividends.

No cash dividends have been paid or declared

since the Date of Inception.

Authorized for Issuance Under Equity Compensation Plans

presently do not have equity compensation plans authorized.

or around March 19, 2019, the Company changed transfer agents, replacing Empire Stock Transfer, Inc., located in Henderson, Nevada,

with West Coast Stock Transfer with a business address at 721 N.

205, Encinitas, CA 92024.

On or around September

19, 2019, the Company changed transfer agents, replacing West Coast Stock Transfer, located in Encinitas, CA with Nevada Agency

and Transfer Company (NATCO) with a business address at 50 West Liberty Street, Suite 880, Reno NV 89501;

website is www.natco.com , and their phone number is (775) 322-0626.

common stock is considered penny stock under the rules the Securities and Exchange Commission (the SEC)

under the Securities Exchange Act of 1934.

The SEC has adopted rules that regulate broker-dealer practices in connection with

transactions in penny stocks.

Penny stocks are generally equity securities with a price of less than $5.00, other than securities

registered on certain national securities exchanges or quoted on the NASDAQ Stock Market System, provided that current price and

volume information with respect to transactions in such securities is provided by the exchange or quotation system.

stock rules require a broker-dealer, prior to a transaction in a penny stock, to deliver a standardized risk disclosure document

prepared by the Commission, that:

MARKET FOR REGISTRANT’S COMMON EQUITY,

RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES.

The Company is authorized to issue 2,000,000,000 of

its $0.00001 par value common stock and 20,000,000 shares of its $0.00001 par value preferred stock Series B and 10,000 shares of its

$0.00001 par value preferred stock Series C, 100,000 shares of its $0.00001 par value preferred Series D shares, 2,000,000 of its $0.00001

par value preferred Series G shares and 40,000 of its $0.00001 par value preferred Series H shares.

As of December 31, 2021, 33,200,198

shares of common stock, as well as 45,000 shares of preferred stock Series B, 700 shares of preferred stock Series C, zero shares of preferred

stock Series D, zero shares of preferred stock Series G and 20,000 shares of preferred stock Series H were issued and outstanding.

Board of Directors reserves the right to issue shares of preferred stock in the future indicating preference or rights as appropriate.

Market Information

Our common stock commenced

quotation on the OTC PINK under the symbol “GTCH”.

The Company’s subsequent symbol was “GOPH”.

The following

table sets forth the range of high and low prices per share of our common stock for each period indicated (after given effect to reverse

split of 1 for 100 split in 2019 and 1 for 50 in 2021)

Quarters Ended

Record Holders

The number of holders of record for our common stock

as of March 8, 2022 was 88.

The Company has not yet adopted any policy regarding

payment of dividends.

No cash dividends have been paid or declared since the Date of Inception.

Securities Authorized for Issuance Under Equity

Compensation Plans

We presently do not have equity compensation plans authorized.

Transfer agent change

The Company transfer agent is Nevada Agency and Transfer

Company (“NATCO”) with a business address at 50 West Liberty Street, Suite 880, Reno NV 89501;

NATCO’s website is www.natco.com ,

and their phone number is (775) 322-0626.

Our common stock is considered “penny stock”

under the rules the Securities and Exchange Commission (the “SEC”) under the Securities Exchange Act of 1934.

adopted rules that regulate broker-dealer practices in connection with transactions in penny stocks.

Penny stocks are generally equity

securities with a price of less than $5.00, other than securities registered on certain national securities exchanges or quoted on the

NASDAQ Stock Market System, provided that current price and volume information with respect to transactions in such securities is provided

by the exchange or quotation system.

The penny stock rules require a broker-dealer, prior to a transaction in a penny stock, to deliver

a standardized risk disclosure document prepared by the Commission, that:

a description of the nature and level of risks in the market for penny stocks in both public offerings and secondary trading;

a description of the brokers or dealers duties to the customer and of the rights and remedies available to the

customer with respect to a violation to such duties or other requirements of Securities laws;

contains a brief, clear,

narrative description of a dealer market, including bid and ask prices for penny stocks and the significance of the spread

between the bid and ask price;

a description of the broker’s or dealer’s duties to the customer and of the rights and remedies available to the customer

with respect to a violation to such duties or other requirements of Securities’ laws;

contains a brief, clear, narrative description

of a dealer market, including bid and ask prices for penny stocks and the significance of the spread between the bid and ask

a toll-free telephone number for inquiries on disciplinary actions;

significant terms in the disclosure document or in the conduct of trading in penny stocks;

such other information and is in such form, including language, type, size and format, as the Commission shall require by

rule or regulation.

such other information and is in such form, including language, type, size and format, as the Commission shall require by rule

or regulation.

broker-dealer also must provide, prior to effecting any transaction in a penny stock, the customer with:

1 unchanged sentence

compensation of the broker-dealer and its salesperson in the transaction;

number of shares to which such bid and ask prices apply, or other comparable information relating to the depth and liquidity

of the marker for such stock;

number of shares to which such bid and ask prices apply, or other comparable information relating to the depth and liquidity of the

marker for such stock;

account statements showing the market value of each penny stock held in the customer’s account.

addition, the penny stock rules that require that prior to a transaction in a penny stock not otherwise exempt from those rules;

the broker-dealer must make a special written determination that the penny stock is a suitable investment for the purchaser and

receive the purchasers written acknowledgement of the receipt of a risk disclosure statement, a written agreement to transactions

involving penny stocks, and a signed and dated copy of a written suitably statement.

disclosure requirements may have the effect of reducing the trading activity in the secondary market for our stock.

Issuances of Unregistered Securities

Shares-Common stock

Company currently has authorized 100,000,000,000 shares of common stock, par value $0.00001.

Shares-Preferred stock

Company has authorized 20,000,000 Preferred Stock Series B shares, par value $0.00001;

10,000 Preferred Stock Series C shares

authorized, par value $0.00001;

100,000 Preferred Stock Series D shares, par value $0.00001, 2,000,000 Preferred Stock Series

G shares, par value $0.00001 and 40,000 Preferred Stock Series H shares, par value $0.00001.

the year ended December 31, 2020, the Company had the following transactions in its common stock:

an aggregate of 140,138,107 for the conversion of convertible notes of $1,306,489 and accrued interest of $4,590;

100,000,000 shares to GBT Tokenize for a joint venture agreement.

The value of the common stock of $5,500,000 was determined based

on the closing stock price of the Companys common stock on the grant date.

the year ended December 31, 2019, the Company had the following transactions in its common stock:

an aggregate of 9,500 shares to employees and board members as part of their compensation agreements with the Company.

of the common stock of $235,900 was determined based on the closing stock price of the Companys common stock on the grant

74,762 shares to an investor for the conversion of $1,357,200 in convertible notes and $62,934 in accrued interest;

59,820 shares to an investor for disputed penalties on a convertible debenture.

The value of the common stock of $975,065 was

determined based on the closing stock price of the Companys common stock on the grant date;

200,267 shares to Latinex in order to provide that Latinex may maintain its required regulatory capital as required by various

The Company has recorded the value ($7,610,147) of these shares of common stock as a stock loan receivable which is

presented as a contra-equity account in the accompanying consolidated balance sheets.

The value of the common stock was determined

based on the closing stock price of the Companys common stock on the grant date;

10,000,000 shares in connection with a joint venture with BitSpeed.

The value of the common stock of $17,900,000 was based on

the closing price of the Companys common stock on the closing date;

4,566,214 shares in connection with the cashless exercise of 6,120,000 warrants;

200,000 shares that were returned in connection with the Companys sale of its investment with Mobiquity.

The shares were

valued based on the Companys stock price on the date of the agreement.

B Preferred Shares

November 1, 2011, the Company and certain creditors entered into a Settlement Agreement (the Settlement Agreement)

whereby without admitting any wrongdoing on either part, the parties settled all previous agreements and resolved any existing

Under the terms of the Settlement Agreement, the Company agreed to issue the creditors 45,000 shares of Series B Preferred

Stock of the Company on a pro-rata basis.

Following the issuance and delivery of the shares of Series B Preferred Stock to said

creditors, as well as surrendering the undelivered shares, the Settlement Agreement resulted in the settlement of all debts, liabilities

and obligations between the parties.

Series B Preferred Stock has a stated value of $100 per share and is convertible into the Companys common stock at a conversion

price of $30.00 per share representing 30 posts split common shares.

Furthermore, the Series B Preferred Stock votes on an as

converted basis and carries standard anti-dilution rights.

These rights were subsequently removed, except in cases of stock dividends

of December 31, 2020, and 2019, there were 45,000 Series B Preferred Shares outstanding.

C Preferred Shares

April 29, 2011, GV Global Communications, Inc.

(GV) provided funding to the Company in the aggregate principal amount

of $111,000 (the Loan).

On September 25, 2012, the Company and GV entered into a Conversion Agreement

pursuant to which the Company agreed to convert the Loan into 10,000 shares of Series C Preferred Stock of the Company, which

was approved by the Board of Directors.

share of Series C Preferred Stock is convertible, at the option of GV, into such number of shares of common stock of the Company

as determined by dividing the Stated Value (as defined below) by the Conversion Price (as defined below).

The Conversion

Price for each share is equal to a 50% discount to the average of the lowest three lowest closing bid prices of the Companys

common stock during the 10-day trading period prior to the conversion with a minimum conversion price of $0.02.

stated value is $11.00 per share (the Stated Value).

The Series C Preferred Stock has no liquidation

preference, does not pay dividends and the holder of Series C Preferred Stock shall be entitled to one vote for each share of

common stock that the Series C Preferred Stock shall be convertible into.

GV has contractually agreed to restrict its ability

to convert the Series C Preferred Stock and receive shares of the Companys common stock such that the number of shares

of the Companys common stock held by it and its affiliates after such conversion does not exceed 4.9% of the then issued

and outstanding shares of the Companys common stock.

the year ended December 31, 2014, GV Global Communications, Inc.

converted 7,770 of its Series C Preferred Stock into 120 post-splits.

During the third quarter of 2014, the Company received 42 post-split common shares to adjust the shares issued to reflect the

amount that both they and the Company believed that they were owed.

At December 31, 2020 and 2019, GV owns 700 Series C Preferred

issuance of the Series C Preferred Stock was made in reliance upon exemptions from registration pursuant to Section 4(a)(2) under

the Securities Act of 1933 and Rule 506 promulgated under Regulation D thereunder.

GV is an accredited investor as

defined in Rule 501 of Regulation D promulgated under the Securities Act of 1933.

of December 31, 2020, and 2019, there were 700 Series C Preferred Shares outstanding.

D Preferred Shares

of December 31, 2020, and 2019, there are 0 and 0 shares of Series D Preferred Shares outstanding, respectively.

G Preferred Shares

of December 31, 2020, and 2019, there are 0 and 0 shares of Series G Preferred Shares outstanding, respectively.

H Preferred Shares

June 17, 2019, the Company, AltCorp Trading LLC, a Costa Rica company and a wholly-owned subsidiary of the Company (AltCorp),

GBT Technologies, S.A., a Costa Rica company (GBT-CR) and Pablo Gonzalez, a shareholders representative of

GBT-CR (Gonzalez), entered into and closed an Exchange Agreement (the GBT Exchange Agreement) pursuant

to which the parties exchanged certain securities.

In accordance with the Exchange Agreement, AltCorp acquired 625,000 shares

of GBT-CR representing 25% of its issued and outstanding shares of common stock from Gonzalez in exchange for the issuance of

20,000 shares of Series H Convertible Preferred Stock of the Company and a Convertible Note in the principal amount of $10,000,000

issued by the Company (the Gopher Convertible Note) as well as additional consideration.

The Gopher Convertible

Note bears interest of 6% per annum and is payable at maturity on December 31, 2021.

At the election of Gonzalez, the Gopher Convertible

Note can be converted into a maximum of 20,000 shares of Series H Preferred Stock.

Each share of Series H Preferred Stock is convertible,

at the option of the holder but subject to the Company increasing its authorized shares of common stock, into such number of shares

of common stock of the Company as determined by dividing the Stated Value ($500 per share) by the conversion price ($10.00 per

The Series H Preferred Stock has no liquidation preference, does not pay dividends and the holder of Series

H Preferred Stock shall be entitled to one vote for each share of common stock that the Series H Preferred Stock may be convertible

On July 8, 2019, the Company entered a Consulting Agreement with Glen Eagles Glen Eagles Acquisition LP (Glen)

as consultant to provide services in connection with the Companys acquisition of 25% of GBT-CR.

Consultant will provide

analysis, interaction with related professional and other services as requested by the Company to integrate and expand capabilities

between GBT-CR and the Company.

(See Note 14 for further details.)

of December 31, 2020, and 2019, there are 20,000 shares of Series H Preferred Shares outstanding.

following is a summary of warrant activity.

Outstanding, December 31, 2018

Outstanding, December 31, 2019

Outstanding, December 31, 2020

Exercisable, December 31, 2020

exercise price for warrant outstanding and exercisable at December 31, 2020:

fair value of the warrants listed above was determined using the Black-Scholes option pricing model with the following assumptions:

interest rate

life of the options

dividend yield

a result of the above-mentioned reverse stock split, the Company issued 25,245,000 warrants to purchase shares of the Companys

common stock with exercise prices ranging from $0.50 to $2.70 per share as a result of an anti-dilutive clause in certain of the

Companys outstanding warrants.

The fair value of these warrants was $120,476,603 which is shown as a charge to earnings

on the accompanying financial statements for the year ended December 31, 2019.

SELECTED FINANCIAL DATA

a Smaller Reporting Company, the Company is not required to include the disclosure under this Item 6.

Selected Financial Data.

MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATION

following discussion should be read in conjunction with our financial statements and related notes included elsewhere in this

In addition to historical information, this discussion includes forward-looking information that involves risks and assumptions,

which could cause actual results to differ materially from managements expectations.

See Forward-Looking Statements

included in this report.

Forward-Looking

Annual Report on Form 10-K contains forward looking statements, including without limitation, statements related to our plans,

strategies, objectives, expectations, intentions and adequacy of resources.

Investors are cautioned that such forward-looking

statements involve risks and uncertainties including without limitation the following:

(i) our plans, strategies, objectives,

expectations and intentions are subject to change at any time at our discretion;

(ii) our plans and results of operations will

be affected by our ability to manage growth;

and (iii) other risks and uncertainties indicated from time to time in our filings

with the Securities and Exchange Commission.

some cases, you can identify forward-looking statements by terminology such as may, will,

should, could, expects, plans,

intends, anticipates, believes, estimates,

predicts, potential, or continue or the negative

of such terms or other comparable terminology.

Although we believe that the expectations reflected in the forward-looking statements

are reasonable, we cannot guarantee future results, levels of activity, performance, or achievements.

Moreover, neither we nor

any other person assumes responsibility for the accuracy and completeness of such statements.

Readers are cautioned not to place

undue reliance on these forward-looking statements, which speak only as of the date hereof.

We are under no duty to update any

of the forward-looking statements after the date of this Report.

section of the report should be read together with Footnotes of the Company audited financials.

The audited statements of operations

for the years ended December 31, 2020 and 2019 are compared in the sections below.

Technologies Inc.

(f/k/a Gopher Protocol Inc., the Company, we, us, our,

GBT, Gopher, Gopher Protocol, GOPH, GTCH, or GBT)

was incorporated on July 22, 2009 under the laws of the State of Nevada and is headquartered in Santa Monica, California.

Company is creating and patenting innovative mobile microchip (ICs) and software technologies based on the GopherInsight ™

technology platform.

Effective August 5, 2019, the Company changed its name from Gopher Protocol Inc.

to GBT Technologies

The Company has historically derived revenues from (i) the provision of IT services;

and (ii) from the licensing of its technology.

Company is targeting additional growing markets:

development of Internet of Things (IoT) and Artificial Intelligence (AI) enabled

networking and tracking technologies, including wireless mesh network technology platform and fixed solutions, development of

an intelligent human body vitals device, asset-tracking IoT and wireless mesh networks.

Tokenize Joint Venture

March 6, 2020, the Company through its newly acquired wholly owned subsidiary, Greenwich International Holdings, a Costa Rica

corporation (Greenwich), entered into a Joint Venture and Territorial License Agreement (the Tokenize Agreement)

with Tokenize-It, S.A.

(Tokenize), which is owned by a Costa Rica Trust represented by Pablo Gonzalez (Gonzalez).

Gonzalez also represents Gonzalez Costa Rica Trust, which holds a note in the principal amount of $10,000,000 and is also a shareholder

of the Company.

Under the Tokenize Agreement, the parties formed GBT Tokenize Corp., a Nevada corporation (GBT Tokenize).

The purpose of GBT Tokenize is to develop, maintain and support source codes for its proprietary technologies including advanced

mobile chip technologies, tracking, radio technologies, AI core engine, electronic design automation, mesh, games, data storage,

networking, IT services, business process outsourcing development services, customer service, technical support and quality assurance

for business, customizable and dedicated inbound and outbound calls solutions, as well as digital communications processing for

enterprises and startups (Technology Portfolio), throughout the State of California.

Upon generating any revenue

from the Technology Portfolio, the Joint Venture will earn the first right of refusal for other territories.

shall contribute the services and resources for the development of the Technology Portfolio to GBT Tokenize.

The Company shall

contribute 100,000,000 shares of common stock of the Company (GBT Shares) to GBT Tokenize.

Tokenize and the Company

will each own 50% of GBT Tokenize.

The Company pledged its 50% ownership in GBT Tokenize and its 100% ownership of Greenwich to

Tokenize to secure its Technology Portfolio investment.

The Company shall appoint two directors and Tokenize shall appoint one

director of GBT Tokenize.

addition, GBT Tokenize and Gonzalez entered into a Consulting Agreement in which Gonzalez is engaged to provide services in consideration

of $33,333.33 per month payable quarterly which may be paid in shares of common stock calculated by the amount owed divided by

the Companys 10-day VWAP.

Gonzalez will provide services in connection with the development of the business as well as

GBT Tokenizes capital raising efforts.

The term of the Consulting Agreement is two years.

The closing of the Tokenize Agreement

occurred on March 9, 2020.

This investment was fully impaired as of March 31, 2020.

this Joint Venture, the parties commenced development of a development of an intelligent human vital signs device, suggested

The platform is an expansion of the existing license agreement with GBT Tokenize Corp., which provided GBT Tokenize

with an exclusive territory of California to develop certain of the Companys technology.

As the nature of the platform

cannot be restricted only to California, the Companys joint venture GBT Tokenize Corp.

will be compensated with additional

two hundred million shares of the Company to strengthen its funding, subject to board approval.

A provisional patent application

for the qTerm Medical Device was filed on March 30, 2020 with the USPTO.

The application has been assigned serial number

The Joint Venture completed successfully the first prototype.

There is no guarantee that the Company will be successful

in researching, developing or implementing this product into the market.

In order to successfully implement this concept, the

Company will need to raise adequate capital to support its research and, if successfully researched, developed and granted regulatory

approval, the Company would need to enter into a strategic relationship with a third party that has experience in manufacturing,

selling and distributing this product.

There is no guarantee that the Company will be successful in any or all of these critical

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.

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

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.

of Operations:

ended December 31, 2020 and 2019

comparison of the statements of operations for the year ended December 31, 2020 and 2019 is as follows:

Years Ended December 31,

Sales - related party

Operating expenses

Loss from operations

Other expense

Loss before provision for income taxes

Provision for income taxes

Loss from continued operations

Discontinued operations

Sales for both the years ended December 31, 2020 and

2019 were $180,000.

Sales are derived from providing IT consulting services to a related party.

Operating expenses for the year ended December 31,

2020 were $7,952,836, compared to $176,637,100 for the same period in 2019.

The decrease of $168,684,264 or 95.5% was principally due

to the fair value of warrants issued of $120,476,603 as a result of anti-dilution provisions in certain warrants previously issued and

a charge took for the impairment of assets of $48,631,534 during the year ended December 31, 2019.

There were no such expenses in 2020.

Other expense for the year ended December 31, 2020

was $11,206,839, an increase of $851,886 or 8.2% from $10,354,953 for the same period in 2019.

The decrease is principally due to i) a

change in the fair value of the derivative liability, ii) a decrease in amortization of discount and interest and financing costs;

iii) a decrease in realized and unrealized loss on a marketable equity security.

The operating results of our discontinued operations

for Ugopherservices, ECS Prepaid, Electronic Check Services and the Central State Legal Services businesses for the year ended December

31, 2020 and 2019 is summarized below:

Years Ended December 31,

Cost of revenue

Operating expenses

Loss from operations

Other income (expenses)

$ (1,074,869 )

As a result of the disposition of Ugopherservices,

ECS Prepaid, Electronic Check Services and the Central State Legal Services businesses, the Company recognized a gain on the disposition

of discontinued operations of $1,001,711 and $1,381,803 for the year ended December 31, 2020 and 2019, respectively.

Net loss for the year ended December 31, 2020 was

$17,994,888 compared to $186,505,119 for the same period in 2019 due to the factors described above.

Liquidity and Capital Resources

Our cash was $113,034 and $59,634 at December 31,

2020 and 2019, respectively.

Cash used in operating activities during the year ended December 31, 2020 was $994,426, compared to $6,623,463

during the same period in 2019.

Significant differences exist between the periods, including warrants issued for services, change in fair

value of derivative liability, financing costs, impairment of assets and unrealized gain (loss) on marketable equity securities.

capital position worsened going from a working capital deficit of $11,712,886 at December 31, 2019 to a working capital deficit of $27,710,040

at December 31, 2020, principally as a result of an increase in accounts payable and accrued expenses;

an increase in derivative liability;

an increase in convertible notes payable;

offset by a decrease in note payable.

Cash flows used in investing activities were $231,771

during the year ended December 31, 2020, compared to $1,152,418 for the same period in 2019.

The decrease is due to the amount paid for

an investment during the year ended December 31, 2020.

Cash from financing activities for the year ended December 31, 2020 was $1,279,597,

compared to $5,972,005 for the same period in 2019.

The decrease is due to the issuance of convertible notes and notes payable in 2019.

We sustained net losses of $17,994,888 for the year

ended December 31, 2020.

In addition, we had a working capital deficit of $27,710,040 and accumulated deficit of $270,651,339 at December

September of 2017 we purchased the assets of RWJ Advanced Marketing, LLC, and then after ECS Prepaid LLC, Electronic Check Services,

and Central States Legal Services, Inc.

RWJ and ECS have historically generated significant revenues which we do

not expect to continue in the future, as the Company divested its investment in ECS Prepaid LLC, Electronic Check Services, Inc.

and Central States Legal Services, Inc.

on or around September 2019, left only with the acquired assets from RWJ Advanced Marketing,

LLC which in litigation, as disclosed in this report.

In addition, during the last half of 2018 and the first few months of 2019,

the Company has raised approximately $9,500,000 of net proceeds through the issuance of convertible debt and notes payable (see

discussion below).

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

Accordingly, 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 end of 2020.

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

The Company will need to raise additional capital in the future of which there is no guarantee that the Company will be able to

successfully raise such capital on acceptable terms.

With the current cash on hand, cash in our attorneys trust account

and additional cash anticipated to be raised in the future, we believe we will have sufficient cash to meet our obligations for

the next 12 months.

for GBT Technologies S.

accordance with the acquisition of GBT-CR the Company issued a convertible note in the principal amount of $10,000,000.

The convertible

note bears interest of 6% per annum and is payable at maturity on December 31, 2021.

At the election of the holder, the convertible

note can be converted into a maximum of 20,000 shares of Series H Preferred Stock.

Each share of Series H Preferred Stock is convertible,

at the option of the holder but subject to the Company increasing its authorized shares of common stock, into such number of shares

of common stock of the Company as determined by dividing the Stated Value ($500 per share) by the conversion price ($10.00 per

The convertible note is convertible into common stock at a fixed price that was higher than the Companys

common stock on the date of grant, therefore, this convertible note does not contain a beneficial conversion feature.

split (See Note 1) the conversion feature is substantially not in the money.

The parties along with Stanley Hills, LLV as potential

funder are in negotiations to address the issue per the Note holder demands to mitigate its damages.

There is no guarantee that

the Company will be successful in resolving this issue.

Eagles Acquisition LP

July 8, 2019, the Company entered a Consulting Agreement with Glen Eagles Acquisition LP (Glen) as consultant to

provide services in connection with the Companys acquisition of 25% of GBT Technologies, S.A., a Costa Rican corporation

Consultant will provide analysis, interaction with related professional and other services as requested

by the Company to integrate and expand capabilities between GBT-CR and the Company.

The Company shall pay Glen $1,000,000 through

the issuance of a 6% Convertible Note.

At the election of Glen, the Convertible Note can be converted into a maximum of 2,000

shares of Series H Preferred Stock.

Each share of Series H Preferred Stock is convertible, at the option of the holder but subject

to the Company increasing its authorized shares of common stock, into such number of shares of common stock of the Company as

determined by dividing the Stated Value ($500 per share) by the conversion price ($10.00 per share).

The Series H Preferred

Stock has no liquidation preference, does not pay dividends and the holder of Series H Preferred Stock shall be entitled to one

vote for each share of common stock that the Series H Preferred Stock may be convertible into.

In addition, the Company entered

into an Amendment of a Common Stock Purchase Warrant held by Glen to acquire nine million shares of common stock that had been

assigned to Glen by Guardian Patch LLC.

Pursuant to the amendment, the Company agreed to provide that the Common Stock Purchase

Warrant may be exercised on a cashless basis and provided a beneficial ownership limitation of 4.99%.

On or about June 23, 2020,

the Company and AltCorp entered into agreements with SURG and Glen Eagles Acquisition LP (Glen) into series of agreements

regarding the $4,000,000 SURG Note.

Glen converted in full its $1,000,000 convertible note that was issued by the Company on July

8, 2019 plus $50,000 of accrued interest, into $1,050,000 of a SURG Note via an assignment of a portion ($1,050,000 of a $4,000,000

face value) of the $4,000,000 SURG Note.

In addition, the Company entered into a consulting agreement with Glen for which the

Company shall pay to Glen $200,000 via an assignment of a portion ($200,000 of a $4,000,000 face value) of the $4,000,000 SURG

Glen in turn converted all its $1,250,000 considerations received into 2,500,000 SURG shares.

The open aged credit balance

derived from the above with Glen as off the date of this report is $45,000.

Acquisition Note

connection with the acquisition of RWJ in September 2017, the Company issued a note payable.

The note accrues interest at 3.5%

per annum, was due on December 31, 2019 and is secured by the assets purchased in the acquisition.

The Company contests the validity

of the note, as such the note has not been repaid as of December 31, 2020.

(see Item 3 –

Legal Proceedings).

of the note at December 31, 2020 is $2,600,000 plus accrued interest of $307,631.

December 3, 2018, the Company entered into a Securities Purchase Agreement (the SPA) with Discover Growth Fund,

LLC (the Investor) pursuant to which the Company issued a Senior Secured Redeemable Convertible Debenture (the Debenture)

in the aggregate face value of $8,340,000.

In connection with the issuance of the Debenture and pursuant to the terms of the SPA,

the Company issued a Common Stock Purchase Warrant to acquire up to 225,000 shares of common stock for a term of three years (the

Warrant) on a cash-only basis at an exercise price of $100.00 per share with respect to 50,000 Warrant Shares, $75.00

with respect to 75,000 Warrant Shares and $50.00 with respect to 100,000 Warrant Shares.

The holder may not exercise any portion

of the Warrants to the extent that the holder would own more than 4.99% of the Companys outstanding common stock immediately

after exercise.

The outstanding principal amount may be converted at any time into shares of the Companys common

stock at a conversion price equal to 95% of the Market Price less $5.00 (the conversion price is lowered by 10% upon the

occurrence of each Triggering Event –

the current conversion price is 75% of the Market Price less $5.00).

The Market Price

is the average of the 5 lowest individual daily volume weighted average prices during the period the Debenture is outstanding.

On May 28, 2019, the Investor delivered to the Company a Notice of Default and Notice of Sale of Collateral (the

On December 23, 2019, in arbitration between the Company and the Investor, an Interim Award was entered

in favor of the Investor.

On January 31, 2020, the Company was informed that a final award was entered (the Final Award).

The Final Award affirms that certain sections of the Debenture constitute unenforceable liquidated damages penalties and

were stricken.

Further, it was determined that the Investor was entitled to recovery of their attorneys fees.

Consequently,

the arbitrator awarded Investor an award of $4,034,444 plus interest of 7.25% accrued from May 15, 2019 and costs in the amount

On February 18, 2020, the Company filed a motion with the United States District Court District of Nevada (the Nevada

Court) to confirm the Final Award and a motion to consolidate Investors application to confirm the Final Award filed

District Court of the Virgin Islands (Case No:

3 :20-cv-00012-CVG-RM) (the Virgin Island Court).

February 27, 2020, the Nevada Court denied the Companys motion to confirm the Final Award and motion to consolidate and

further decided that the confirmation of the Final Award should be litigated in the Virgin Island Court.

As such, on February

27, 2020, the Company filed a Notice of Entry of Order as well as a Motion to Confirm the Arbitration Award, address the outstanding

issues regarding whether Investors rights are subordinated to other creditors and, thereafter, oversee a commercially reasonable

foreclosure sale (Case No:

3 :20-cv-00012-CVG-RM).

It was the Companys position that the Final Award must first be confirmed

and all questions regarding the rights of Investor relative to those of other creditors must be determined before any foreclosure

sale can proceed.

It is further the position of the Company that the previously disclosed foreclosure sale scheduled by Investor

is being conducted in a commercially unreasonable manner and that if Discover proceeded forward with the foreclosure sale it did

so at its own risk.

Nevertheless, on February 28, 2020, Investor advised that it conducted a sale of the Companys assets.

As the date of this report Investor failed to present a deed of sale for the alleged sale that allegedly took place as noticed.

The Company filed with Virgin Island Court the motions disputing the validity of the alleged sale.

On July 28, 2020, Investor

filed in the State of Nevada a motion for attorneys $48,844 and costs $716.

The Company filed an answer on August 11, 2020.

October 16, 2020, Investor motion was denied.

Up Lending Group

February 18, 2020, the Company entered into a Securities Purchase Agreement with Power Up Lending Group Ltd., an accredited investor

(Power Up) pursuant to which the Company issued to Power Up a Convertible Promissory Note (the Power Note)

in the aggregate principal amount of $183,600 for a purchase price of $153,000.

The Power Note has a maturity date of May 15,

2021 and the Company has agreed to pay interest on the unpaid principal balance of the Power Note at the rate of six percent (6%)

per annum from the date on which the Power Note is issued (the Issue Date) until the same becomes due and payable,

whether at maturity or upon acceleration or by prepayment or otherwise.

The Company shall have the right to prepay the Power Note,

provided it makes a payment including a prepayment to Power Up as set forth in the Power Note.

The transactions described above

closed on February 19, 2020.

The outstanding principal amount of the Power Note may not be converted prior to the period beginning

on the date that is 180 days following the Issue Date.

Following the 180th day, Power Up may convert the Power Note into shares

of the Companys common stock at a conversion price equal to 85% of the lowest trading price with a 15-day

look back immediately preceding the date of conversion.

In addition, upon the occurrence and during the continuation of an Event

of Default (as defined in the Power Note), the Power Note shall become immediately due and payable and the Company shall pay to

Power Up, in full satisfaction of its obligations hereunder, additional amounts as set forth in the Power Note.

During 2020, the

full amount of the Power Note ($183,600) plus $4,590 of accrued interest was converted into shares of the Companys common

Holdings Corp.

August 4, 2020, the Company entered into a Securities Purchase Agreement with Redstart Holdings Corp., an accredited investor

(Redstart) pursuant to which the Company issued to Redstart a Convertible Promissory Note (the Redstart Note

1) in the aggregate principal amount of $153,600 for a purchase price of $128,000.

The Redstart Note No.

1 has a maturity

date of November 3, 2021 and the Company has agreed to pay interest on the unpaid principal balance of the Redstart Note No.

at the rate of six percent (6%) per annum from the date on which the Redstart Note No.

1 is issued (the Issue Date)

until the same becomes due and payable, whether at maturity or upon acceleration or by prepayment or otherwise.

The Company shall

have the right to prepay the Redstart Note No.

1, provided it makes a payment including a prepayment to Redstart as set forth

in the Redstart Note No.

The transactions described above closed on August 5, 2020.

outstanding principal amount of the Redstart Note No.

1 may not be converted prior to the period beginning on the date that is

180 days following the Issue Date.

Following the 180 th day, Redstart may convert the Redstart Note No.

1 into shares

of the Companys common stock at a conversion price equal to 85% of the lowest trading price with a 20-day

look back immediately preceding the date of conversion.

In addition, upon the occurrence and during the continuation of an Event

of Default (as defined in the Redstart Note No.

1), the Redstart Note No.

1 shall become immediately due and payable and the Company

shall pay to Redstart, in full satisfaction of its obligations hereunder, additional amounts as set forth in the Redstart Note

In February 2021 Note No.

1 was converted into shares in full.

September 15, 2020, the Company entered into a Securities Purchase Agreement with Redstart pursuant to which the Company issued

to Redstart a Convertible Promissory Note (the Redstart Note No.

2) in the aggregate principal amount of $93,600

for a purchase price of $78,000.

The Redstart Note No.

2 has a maturity date of September 15, 2021 and the Company has agreed

to pay interest on the unpaid principal balance of the Redstart Note No.

2 at the rate of six percent (6%) per annum from the

date on which the Redstart Note No.

2 is issued (the Issue Date) until the same becomes due and payable, whether

at maturity or upon acceleration or by prepayment or otherwise.

The Company shall have the right to prepay the Redstart Note No.

2, provided it makes a payment including a prepayment to Redstart as set forth in the Redstart Note No.

The transactions described

above closed on September 16, 2020.

The outstanding principal amount of the Redstart Note No.

2 may not be converted prior to

the period beginning on the date that is 180 days following the Issue Date.

Following the 180 th day, Redstart may convert

the Redstart Note No.

2 into shares of the Companys common stock at a conversion price equal to 85% of the

lowest trading price with a 20-day look back immediately preceding the date of conversion.

In addition, upon the occurrence and

during the continuation of an Event of Default (as defined in the Redstart Note No.

2), the Redstart Note No.

2 shall become immediately

due and payable and the Company shall pay to Redstart, in full satisfaction of its obligations hereunder, additional amounts as

set forth in the Redstart Note No.

(In March 2021 Note No.

2 was converted into shares in full.

December 9, 2020, the Company entered into a Securities Purchase Agreement with Redstart pursuant to which the Company issued

to Redstart a Convertible Promissory Note (the Redstart Note No.

3) in the aggregate principal amount of $100,200

for a purchase price of $83,500.

The Redstart Note No.

3 has a maturity date of December 9, 2021 and the Company has agreed to

pay interest on the unpaid principal balance of the Redstart Note No.

3 at the rate of six percent (6%) per annum from the date

on which the Redstart Note No.

3 is issued (the Issue Date) until the same becomes due and payable, whether at maturity

or upon acceleration or by prepayment or otherwise.

The Company shall have the right to prepay the Redstart Note No.

it makes a payment including a prepayment to Redstart as set forth in the Redstart Note No.

The transactions described above

closed on December 11, 2020.

The outstanding principal amount of the Redstart Note No.

3 may not be converted prior to the period

beginning on the date that is 180 days following the Issue Date.

Following the 180 th day, Redstart may convert the

Redstart Note No.

3 into shares of the Companys common stock at a conversion price equal to 85% of the lowest

trading price with a 20-day look back immediately preceding the date of conversion.

In addition, upon the occurrence and during

the continuation of an Event of Default (as defined in the Redstart Note No.

3), the Redstart Note No.

3 shall become immediately

due and payable and the Company shall pay to Redstart, in full satisfaction of its obligations hereunder, additional amounts as

set forth in the Redstart Note No.

February 10, 2021, the Company entered into a Securities Purchase Agreement with Redstart pursuant to which the Company issued

to Redstart a Convertible Promissory Note (the Redstart Note No.

4) in the aggregate principal amount of $184,200

for a purchase price of $153,500.

The Redstart Note No.

4 has a maturity date of February 5, 2022 and the Company has agreed to

pay interest on the unpaid principal balance of the Redstart Note No.

4 at the rate of six percent (6%) per annum from the date

on which the Redstart Note No.

4 is issued (the Issue Date) until the same becomes due and payable, whether at maturity

or upon acceleration or by prepayment or otherwise.

The Company shall have the right to prepay the Redstart Note No.

it makes a payment including a prepayment to Redstart as set forth in the Redstart Note No.

The transactions described above

closed on February 10, 2021.

The outstanding principal amount of the Redstart Note No.

4 may not be converted prior to the period

beginning on the date that is 180 days following the Issue Date.

Following the 180 th day, Redstart may convert the

Redstart Note No.

4 into shares of the Companys common stock at a conversion price equal to 85% of the lowest

trading price with a 20-day look back immediately preceding the date of conversion.

In addition, upon the occurrence and during

the continuation of an Event of Default (as defined in the Redstart Note No.

4), the Redstart Note No.

4 shall become immediately

due and payable and the Company shall pay to Redstart, in full satisfaction of its obligations hereunder, additional amounts as

set forth in the Redstart Note No.

March 15, 2021, the Company entered into a Securities Purchase Agreement with Redstart pursuant to which the Company issued to

Redstart a Convertible Promissory Note (the Redstart Note No.

5) in the aggregate principal amount of $106,200 for

a purchase price of $88,500.

The Redstart Note No.

5 has a maturity date of June 15, 2022 and the Company has agreed to pay interest

on the unpaid principal balance of the Redstart Note No.

5 at the rate of six percent (6%) per annum from the date on which the

Redstart Note No.

5 is issued (the Issue Date) until the same becomes due and payable, whether at maturity or upon

acceleration or by prepayment or otherwise.

The Company shall have the right to prepay the Redstart Note No.

5, provided it makes

a payment including a prepayment to Redstart as set forth in the Redstart Note No.

The transactions described above closed

on March 17, 2021.

The outstanding principal amount of the Redstart Note No.

5 may not be converted prior to the period beginning

on the date that is 180 days following the Issue Date.

Following the 180 th day, Redstart may convert the Redstart Note

5 into shares of the Companys common stock at a conversion price equal to 85% of the lowest trading

price with a 20-day look back immediately preceding the date of conversion.

In addition, upon the occurrence and during the continuation

of an Event of Default (as defined in the Redstart Note No.

5), the Redstart Note No.

5 shall become immediately due and payable

and the Company shall pay to Redstart, in full satisfaction of its obligations hereunder, additional amounts as set forth in the

Redstart Note No.

Research and Trading

February 27, 2019, the Company entered into a note purchase agreement with a third-party investor - Iliad Research and Trading,

L.P.(Iliad), pursuant to which the Company issued a promissory note for the original principal amount of $2,325,000.

The promissory note had an original issue discount of $300,000 and the inventor paid consideration of $2,025,000 to the Company,

of which $25,000 was paid for legal expenses.

The outstanding balance of the promissory note is to be paid on the one-year anniversary

of the issuance of the note.

Interest on the note accrues at the rate of 10% per annum compounding daily.

Subject to the terms

and conditions set forth in the note, the Company may prepay all or any portion of the outstanding balance of the note at any

time in an amount in cash equal to 120% of the amount repaid.

In connection with transactions that generate less than $1,000,000

in proceeds, the Company has agreed to not issue any debt instrument or incurrence of any debt other than trade payables in the

ordinary course of business, any securities or agreements to sell common stock with anti-dilution or price reset/reduction features

or any securities that are or may be become convertible or exercisable into common stock with a price that varies with the market

price of the common stock (collectively, Restricted Issuance Transaction).

The outstanding balance of the Note will

be increased by 5% in the event the Company enters into a Restricted Issuance Transaction that is approved by Iliad.

issue discount is being amortized to interest expense over the term of the promissory note.

On February 27, 2020, the Company

and Iliad entered into an Amendment to the Iliad Note pursuant to which the maturity date of the Iliad Note was extended to August

27, 2020, provided that the Debt may be converted into shares of common stock of the Company at a conversion price equal to 80%

multiplied by the lowest trading daily VWAP for the common stock during the 20 trading day period ending on the latest complete

trading day prior to the conversion date, provided for the payment by the Company to Iliad of an extension fee equal to 7.5% of

the outstanding balance of the Iliad Note resulting in a new balance of the Iliad Note of $2,765,983 and provided that the Companys

failure to deliver shares of common stock within three trading days of a conversion would result in an event of default.

agreed to restrict its ability to convert the Iliad Note and receive shares of common stock such that the number of shares of

common stock held by it and its affiliates after such conversion or exercise does not exceed 9.99% of

the then issued and outstanding shares of common stock.

On July 20, 2020 the Company and Iliad entered into agreement to extend

the maturity of the Iliad Note until February 27, 2021 in consideration of an extension fee of $1,000.

During 2020, Iliad converted

$539,000 of its convertible note to 53,175,795 shares of the Companys common stock.

The balance of the Iliad debt at December

31, 2020 was $2,446,746, including accrued interest of $14,905.

On February 28, 2021 the Company and Iliad entered into agreement

to further extend the maturity of the Iliad Note until May 31, 2021 in consideration of an extension fee of $1,000 representing

the third extension of the original note.

Company entered into a series of loan agreements with Stanley Hills LLC (Stanley) pursuant to which it received

more than $1,000,000 in loans (the Debt) since May 2019 up to December 2019.

On February 26, 2020, in order to induce

Stanley to continue to provide funding, the Company and Stanley entered into a letter agreement providing that the Debt may be

converted into shares of common stock of the Company at a conversion price equal to 85% multiplied by the lowest one trading price

for the common stock during the 20-trading day period ending on the latest complete trading day prior to the conversion date.

Stanley has agreed to restrict its ability to convert the Debt and receive shares of common stock such that the number of

shares of common stock held by it and its affiliates after such conversion or exercise does not exceed

4.99% of the then issued and outstanding shares of common stock.

The Stanley Debt is secured via a pledge agreement on the SURG

On or about January 27, 2020 the Company agreed that Stanley will hold title to the SURG shares which was completed on

or about April 16, 2020 where the 3,333,333 SURG shares been vested under Stanley name.

On or about June 23, 2020, Stanley Hills

LLC (Stanley) which holds a pledge of 3,333,333 shares of SURG common stock via its manager/member (Stanleys

Member), acting as an agent for the Company, entered into an agreement with SURG, its transfer agent and an escrow officer

for which it was agreed that 3,333,333 SURG shares will be cancelled for consideration of up to $700,000.

The amount of $575,170

was received into a lawyers trust account, and 3,333,333 of SURG shares have been sent for cancelation.

On August 12, 2020,

the Company and its subsidiary, AltCorp Trading LLC, entered into a new pledge agreement with Stanley, where 5,500,000 SURG shares

been pledged to Stanley to secure the debt payable by the Company to Stanley as well as mitigate the damages allegedly created

Technologies, S.A.

June 17, 2019, the Company, Altcorp Trading LLC, a Costa Rica company and a wholly-owned subsidiary of the Company (Altcorp),

GBT Technologies, S.A., a Costa Rica company (GBT-CR) and Pablo Gonzalez, a shareholders representative of

GBT-CR (Gonzalez), entered into and closed an Exchange Agreement (the GBT Exchange Agreement) pursuant

to which the parties exchanged certain securities.

In accordance with the Exchange Agreement, Altcorp acquired 625,000 shares

of GBT-CR representing then 25% (and currently less than 20% per GBT-CR further issuance of shares to other parties) of its issued

and outstanding shares of common stock from Gonzalez in exchange for the issuance of 20,000 shares of Series H Convertible Preferred

Stock of the Company and a Convertible Note in the principal amount of $10,000,000 issued by the Company (the Gopher Convertible

Note) as well as the transfer and assignment of a Promissory Note payable by Gopher Protocol Costa Rica Sociedad De Responsabilidad

Limitada to the Company in the principal amount of $5,000,000 dated February 6, 2019 (of which the underlying security for this

Promissory Note is 30,000,000 restricted shares of common stock of Mobiquity) and 60,000,000 restricted shares of common stock

of Mobiquity.

GBT Convertible Note bears interest of 6% per annum and is payable at maturity on December 31, 2021.

At the election of Gonzalez,

the GBT Convertible Note can be converted into a maximum of 20,000 shares of Series H Preferred Stock.

Each share of Series H

Preferred Stock is convertible, at the option of the holder but subject to the Company increasing its authorized shares of common

stock, into such number of shares of common stock of the Company as determined by dividing the Stated Value ($500 per share) by

the conversion price ($10.00 per share).

The Series H Preferred Stock has no liquidation preference, does not pay dividends

and the holder of Series H Preferred Stock shall be entitled to one vote for each share of common stock that the Series H Preferred

Stock may be convertible into.

Sheet Arrangements

Company does not have any off-balance sheet arrangements that have or are reasonably likely to have a current or future effect

on the Companys financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity,

capital expenditures or capital resources that are material to investors.

Accounting Policies and Use of Estimates

Managements Discussion and Analysis of Financial Condition and Results of Operations is based upon our financial statements,

which have been prepared in accordance with accounting principles generally accepted in the United States of America (U.S.

The preparation of our financial statements in accordance with U.S.

GAAP requires us to make certain estimates,

judgments and assumptions that affect the reported amount of assets and liabilities as of the date of the financial statements,

the reported amounts and classification of revenues and expenses during the periods presented, and the disclosure of contingent

assets and liabilities.

We evaluate our estimates and assumptions on an ongoing basis and material changes in these estimates

or assumptions could occur in the future.

Changes in estimates are recorded on the period in which they become known.

our estimates on historical experience and various other assumptions that we believe to be reasonable under the circumstances

and at that time, the results of which form the basis for making judgments about the carrying values of assets and liabilities

that are not readily-apparent from other sources.

Actual results may differ materially from these estimates if past experience

or other assumptions do not turn out to be substantially accurate.

believe that the accounting policies described below are critical to understanding our business, results of operations, and financial

condition because they involve significant judgments and estimates used in the preparation of our financial statements.

An accounting

is deemed to be critical if it requires a judgment or accounting estimate to be made based on assumptions about matters that are

highly uncertain, and if different estimates that could have been used, or if changes in the accounting estimates that are reasonably

likely to occur periodically, could materially impact our financial statements.

Other significant accounting policies, primarily

those with lower levels of uncertainty than those discussed below, are also critical to understanding our financial statements.

The notes to our financial statements contain additional information related to our accounting policies and should be read in

conjunction with this discussion.

of Financial Statements

accompanying financial statements have been prepared in accordance with accounting principles generally accepted in the United

States of America (U.S.

Equity Securities

Company accounts for marketable equity securities in accordance with ASC Topic 321, Investments –

equity securities.

Marketable equity securities are reported at fair value based on quotations available on securities exchanges with any unrealized

gain or loss being reported as a component of other income (expense) on the statement of operations.

The portion of marketable

equity security expected to be sold within twelve months of the balance sheet date is reported as a current asset.

Standards Update (ASU) No.

2014-09, Revenue from Contracts with Customers ( Topic 606 ),

became effective for the Company on January 1, 2018.

The Companys revenue recognition disclosure reflects its updated accounting

policies that are affected by this new standard.

The Company applied the modified retrospective transition method

for open contracts for the implementation of Topic 606.

The Company had no significant post-delivery obligations,

this new standard did not result in a material recognition of revenue on the Companys accompanying consolidated

financial statements for the cumulative impact of applying this new standard.

The Company made no adjustments to its previously-reported

total revenues, as those periods continue to be presented in accordance with its historical accounting practices under Topic

605, Revenue Recognition .

Revenue is recognized under Topic 606 as

contracts with the Companys customers that it believes are legally enforceable;

● identification

of performance obligations in the respective contract;

● determination

of the transaction price for each performance obligation in the respective contract;

the transaction price to each performance obligation;

● recognition

of revenue only when the Company satisfies each performance obligation.

five elements, as applied to each of the Companys revenue category, is summarized below:

services - revenue is recorded on a monthly basis as services are provided;

fees and Royalties –

revenue is recognized based on the terms of the agreement with its customer.

Financial Instruments

Company evaluates all of its agreements to determine if such instruments have derivatives or contain features that qualify as

embedded derivatives.

For derivative financial instruments that are accounted for as liabilities, the derivative instrument is

initially recorded at its fair value and is then re-valued at each reporting date, with changes in the fair value reported in

the statements of operations.

For stock-based derivative financial instruments, the Company uses a weighted average Black-Scholes-Merton

option pricing model to value the derivative instruments at inception and on subsequent valuation dates.

The classification of

derivative instruments, including whether such instruments should be recorded as liabilities or as equity, is evaluated at the

end of each reporting period.

Derivative instrument liabilities are classified in the balance sheet as current or non-current

based on whether or not net-cash settlement of the derivative instrument could be required within 12 months of the balance sheet

As of December 31, 2020, the Companys only derivative financial instrument was an embedded conversion feature associated

with convertible notes payable due to certain provisions that allow for a change in the conversion price based on a percentage

of the Companys stock price at the date of conversion.

Value of Financial Instruments

certain of the Companys financial instruments, including cash, accounts payable, accrued liabilities and short-term debt,

the carrying amounts approximate their fair values due to their short maturities.

ASC Topic 820, Fair Value Measurements and Disclosures , requires disclosure of the fair value of financial instruments

held by the Company.

FASB ASC Topic 825, Financial Instruments , defines fair value, and establishes a three-level valuation

hierarchy for disclosures of fair value measurement that enhances disclosure requirements for fair value measures.

amounts reported in the consolidated balance sheets for receivables and current liabilities each qualify as financial instruments

and are a reasonable estimate of their fair values because of the short period of time between the origination of such instruments

and their expected realization and their current market rate of interest.

The three levels of valuation hierarchy are defined

1 inputs to the valuation methodology are quoted prices for identical assets or liabilities in active markets.

2 inputs to the valuation methodology include quoted prices for similar assets and liabilities in active markets, quoted prices

for identical or similar assets in inactive markets, and inputs that are observable for the asset or liability, either directly

or indirectly, for substantially the full term of the financial instrument.

3 inputs to the valuation methodology us one or more unobservable inputs which are significant to the fair value measurement.

Company analyzes all financial instruments with features of both liabilities and equity under FASB ASC Topic 480, Distinguishing

Liabilities from Equity , and FASB ASC Topic 815, Derivatives and Hedging .

certain financial instruments, the carrying amounts reported in the balance sheets for cash and current liabilities, including

convertible notes payable, each qualify as a financial instrument, and are a reasonable estimate of their fair values because

of the short period of time between the origination of such instruments and their expected realization and their current market

rate of interest.

Company uses Level 2 inputs for its valuation methodology for derivative liabilities as their fair values were determined by using

the Black-Scholes-Merton pricing model based on various assumptions.

The Companys derivative liabilities are adjusted to

reflect fair value at each period end, with any increase or decrease in the fair value being recorded in results of operations

as adjustments to fair value of derivatives.

Company has not yet adopted any policy regarding payment of dividends.

No cash dividends have been paid or declared since the

Date of Inception.

QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

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

FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

information required by Item 8 appears at Page F-1, which appears after the signature page to this report.

CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE

In addition, the penny stock rules that require that

prior to a transaction in a penny stock not otherwise exempt from those rules;

the broker-dealer must make a special written determination

that the penny stock is a suitable investment for the purchaser and receive the purchaser’s written acknowledgement of the receipt

of a risk disclosure statement, a written agreement to transactions involving penny stocks, and a signed and dated copy of a written suitably

These disclosure requirements may have the effect of reducing the trading

activity in the secondary market for our stock.

Recent Issuances of Unregistered Securities

For the year ended December 31, 2020, the Company

issued 2,000,000 of Company common stock to GBT Tokenize for joint venture.

For the year ended December 31, 2020, the Company

issued 1,063,516 shares of Company common stock upon the conversion of the convertible promissory note and accrued interest to Iliad Research

and Trading, L.P.

For the year ended December 31, 2020, the Company

issued 352,396 shares of Company common stock upon the conversion of the convertible promissory note and accrued interest to Sapa Group.

For the year ended December 31, 2020, the Company

issued 478,408 shares of Company common stock upon the conversion of the convertible promissory note and accrued interest to Stanley Hills.

For the year ended December 31, 2020, the Company

issued 104,321 shares of Company common stock upon the conversion of the convertible promissory note and accrued interest to Gary Shirinyan.

For the year ended December 31, 2020, the Company

issued 392,228 shares of Company common stock upon the conversion of the convertible promissory note and accrued interest to Power Up

Lending Group.

For the year ended December 31, 2020, the Company

issued 200,000 shares of Company common stock upon the conversion of the convertible promissory note and accrued interest to Rasel Ltd.

For the year ended December 31, 2020, the Company

issued 211,893 shares of Company common stock upon the conversion of the convertible promissory note and accrued interest to Yossi Attia.