What changed in this filing

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Item 9A. Controls and Procedures

2022-03-25 compared with 2021-03-31 · 2364 added, 2164 removed, 339 unchanged (93% of the section changed)

CONTROLS AND PROCEDURES

of Disclosure Controls and Procedures

of the end of the period covered by this report, we carried out an evaluation, under the supervision and with the participation

of our management, including our Chief Executive Officer and Chief Financial Officer, of the effectiveness of the design and operation

of our disclosure controls and procedures, as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934,

Based upon that evaluation, our Chief Executive Officer and Chief Financial Officer have concluded that

our disclosure controls and procedures were not effective as of the end of the applicable period to ensure that the information

required to be disclosed by the Company in reports that it files or submits under the Exchange Act (i) is recorded, processed,

summarized and reported within the time periods specified in Securities and Exchange Commission rules and forms, and (ii) is accumulated

and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, as appropriate to allow

timely decisions regarding required disclosures.

a smaller reporting company, with revenues stemming from recent acquisitions and a lack of profitability, the Company does not

have the resources to install dedicated staff with deep expertise in all facets of SEC disclosure and GAAP compliance, and does

not employ enough accounting staff to have proper separation of duties.

As is the case with many smaller reporting companies,

the Company will continue to consult with its external auditors and attorneys as it relates to new accounting principles and changes

to SEC disclosure requirements.

In order to correct this material weakness, the Company engaged a Chief Financial Officer with

expertise in SEC disclosure and GAAP compliance.

The Company has found that this approach worked well in the past and believes

it to be the most cost-effective solution available for the foreseeable future.

The Company will conduct a review of existing

sign-off and review procedures as well as document control protocols for critical accounting spreadsheets.

The Company will also

increase managements review of key financial documents and records.

a smaller reporting company, the Company does not have the resources to fund sufficient staff to ensure a complete segregation

of responsibilities within the accounting function.

However, Company management does review, and will increase the review of,

financial statements on a monthly basis, and the Companys external auditor conducts reviews on a quarterly basis.

actions, in addition to the improvements identified above, will minimize any risk of a potential material misstatement occurring.

in Internal Control over Financial Reporting

were no changes in the Companys internal controls over financial reporting during the quarter ended December 31, 2020,

that materially affected, or are reasonably likely to materially affect, the Companys internal control over financial reporting.

EVALUATION OF DISCLOSURE

CONTROLS AND PROCEDURES

We maintain a system of disclosure

controls and procedures (as defined in Securities Exchange Act Rule 15d-15(e)) that are designed to ensure that information required to

be disclosed in our reports under the Exchange Act, is recorded, processed, summarized and reported within the time periods required under

the SEC’s rules and forms and that the information is gathered and communicated to our management, including our Chief Executive

Officer (Principal Executive and Financial Officer) to allow for timely decisions regarding required disclosure.

As required by SEC Rule 15d-15(b),

our Chief Executive Officer (Principal Executive and Financial Officer), carried out an evaluation under the supervision and with the

participation of our management, of the effectiveness of the design and operation of our disclosure controls and procedures pursuant to

Exchange Act Rule 15d-14 as of the end of the period covered by this report.

Based on the foregoing evaluation, our management has concluded

that our disclosure controls and procedures are not effective in timely alerting management to material information required to be included

in our periodic SEC filings and to ensure that information required to be disclosed in our periodic SEC filings is accumulated and communicated

to our management, including our Chief Executive Officer (Principal Executive and Financial Officer) to allow timely decisions regarding

required disclosure.

MANAGEMENT’S ANNUAL

REPORT ON INTERNAL CONTROL OVER FINANCIAL REPORTING

Our management, consisting

of our Chief Executive Officer (Principal Executive and Financial Officer), is responsible for establishing and maintaining adequate internal

control over financial reporting.

Internal control over financial reporting, as defined in Exchange Act Rule 13a-15(f) and 15d-15(f),

is a process designed by, or under the supervision of, our principal executive and principal financial officers and effected by our Board

of Directors, management and other personnel, to provide reasonable assurance regarding the reliability of financial reporting and the

preparation of financial statements for external purposes in accordance with generally accepted accounting principles, based on criteria

established in Internal Control-Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission and

includes those policies and procedures that:

to the maintenance of records that in reasonable detail accurately and fairly reflect the

transactions and dispositions of our assets;

reasonable assurance that transactions are recorded as necessary to permit preparation of

our financial statements in accordance with generally accepted accounting principles, and

that our receipts and expenditures are being made only in accordance with authorizations

of our management and directors;

reasonable assurance regarding prevention or timely detection of unauthorized acquisition,

use of disposition of our assets that could have a material effect on the financial statements.

Because of its inherent limitations, internal control

over financial reporting may not prevent or detect misstatements.

Projections of any evaluation of effectiveness to future periods are

subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies

or procedures may deteriorate.

All internal control systems, no matter how well designed, have inherent limitations.

Therefore, even those

systems determined to be effective can provide only reasonable assurance with respect to financial statement preparation and presentation.

Our management assessed the effectiveness of our internal

control over financial reporting as of December 31, 2021.

Based on this assessment, management believes that as of December 31, 2021,

our internal control over financial reporting is not effective based on those criteria.

This annual report does not include an attestation

report of the Company’s registered public accounting firm regarding internal control over financial reporting.

report was not subject to attestation by the Company’s registered public accounting firm pursuant to rules of the SEC to provide

only management’s report in this annual report.

CHANGES IN INTERNAL CONTROL OVER FINANCIAL REPORTING

There were no changes during our last fiscal year

that materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

OTHER INFORMATION

Not applicable

Disclosure Regarding Foreign Jurisdictions

that Prevent Inspections.

Not applicable.

DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE

Officers and Directors

are the names and certain information regarding the companys executive officers and directors.

Directors/Officers:

Executive Officers and Directors

Below are the names and certain information regarding the company’s

executive officers and directors.

Current Directors/Officers:

Michael Murray

President and Director

Danny Rittman

Technology Officer and Director

Executive Officer, Chief Financial Officer and Director

Murray is a licensed and UST Certified NMLS Originator, a licensed mortgage banker, a real estate broker and a licensed general

From 1998 through August 2012, Mr.

Chief Technology Officer and Director

Mansour Khatib

Chief Executive Officer, Chief Financial Officer and Director

Michael Murray is

a licensed and UST Certified NMLS Originator, a licensed mortgage banker, a real estate broker and a licensed general contractor.

1998 through August 2012, Mr.

Murray held the position of Broker and DRE Officer with Home Plus Realty, Inc.

From August 2012 through May 2013, Mr.

Murray held the positions of FHA Production and Save Team with Cashcall Mortgage, Inc.

and since May 2013 to the present, Mr.

From August 2012 through

May 2013, Mr.

Murray held the positions of FHA Production and Save Team with Cash-call Mortgage, Inc.

and since May 2013 to the present,

Murray has been self-employed as a Consultant and Managing Broker.

Murray received

in Public Relations from California Baptist University in May 2014 and a B.A.

in Political Science from California Baptist

University in May 2013.

Murray is an officer and shareholder of Hermes Roll LLC (Hermes), a Nevada limited liability company to be formed.

On March 4, 2015, the Company entered into a Territorial License Agreement with Hermes, which is the basis for the Companys

current operations.

On June 16, 2015, the Company and Hermes entered into an Amended and Restated License Agreement whereby the

license was expanded globally, the Company agreed to invest $5,000,000 into Hermes for working capital and the Company was provided

with an option to acquire 100% of the outstanding membership interest of Hermes in consideration of 20,000,000 shares of common

stock of the Company through June 16, 2016.

The Company and Hermes agreed that the ability to acquire 100% of the membership interest

of Hermes will be reduced on a pro-rata basis contingent upon the amount of working capital invested by the Company.

in the event the Company provides Hermes with $2,500,000 in working capital, then the Company will be entitled to acquire 50%

of the membership interest of Hermes in consideration of 10,000,000 shares of common stock of the Company.

Murray received an M.A.

in Public Relations from California

Baptist University in May 2014 and a B.A.

in Political Science from California Baptist University in May 2013.

Murray is President

of the Company, and a director.

Danny Rittman is a veteran software architect and integrated circuit technology expert with over 20 years of experience in

the technology sector.

From 2014 through the present, Dr.

Rittman has served as the CTO and as a director of the Company, leading

the Companys technological direction and managing teams of mobile software developers.

Danny Rittman

is a veteran software architect and integrated circuit technology expert with over 20 years of experience in the technology sector.

2014 through the present, Dr.

Rittman has served as the CTO and as a director of the Company, leading the Company’s technological

direction and managing teams of mobile software developers.

From 2012, through 2014, Dr.

served as a Senior Integrated Circuit Consultant for Qualcomm / Max Linear, managing teams of integrated circuit designers within

the mobile technology arena.

Rittman served as a Senior Integrated Circuit

Consultant for Qualcomm / Max Linear, managing teams of integrated circuit designers within the mobile technology arena.

From 2007 through

Rittman served as the Founder and CTO of Micrologic Design Automation, leading the company’s technological direction,

including architecture, design and development of EDA software tools.

From 2002 through 2007, Dr.

Rittman served as the Founder and CTO of Micrologic Design Automation,

leading the companys technological direction, including architecture, design and development of EDA software tools.

2002 through 2007, Dr.

Rittman served as an Integrated Circuit CAD / Software Senior Consultant for IBM, managing IC back-end

projects and leading back-end CAD and QA software tool development and implementation.

Rittman served as an Integrated Circuit

CAD / Software Senior Consultant for IBM, managing IC back-end projects and leading back-end CAD and QA software tool development and

implementation.

From 1995 through 2002, Dr.

Rittman served

as the Founder and VP of R&D for Bindkey Technologies, leading the companys technological direction, research and development

of EDA software tools for integrated circuits and back-end design.

Rittman received a BS in Electrical Engineering - VLSI

Design from the University of Bridgeport, graduating Magna Cum Laude in 1992;

a MS in Computer Science - VLSI Design, specializing

in Automation Algorithms, from La Salle University, graduating Magna Cum Laude in 1996;

and a PhD in Computer Science - VLSI Design,

specializing in EDA Concepts and Algorithms, from La Salle University, graduating Summa Cum Laude in 1998.

Khatib was appointed as the Company Chief Excusive and Financial Officer on April 13, 2020, the Companys Board of Directors

appointed Mansour Khatib, who has served as the Chief Marketing Officer and a director of the Company as Chief Executive Officer.

Khatib has also previously served as Interim Chief Executive Officer from May 2018 to July 2018.

From 2009 through 2012, Mansour

Khatib served as the CEO and CFO of The Merchandise Company, located in Long Beach, California.

From 2012 through the present,

Rittman served as the Founder and VP of R&D for Bind-key Technologies, leading the company’s

technological direction, research and development of EDA software tools for integrated circuits and back-end design.

Rittman received

a BS in Electrical Engineering - VLSI Design from the University of Bridgeport, graduating Magna Cum Laude in 1992;

a MS in Computer Science

- VLSI Design, specializing in Automation Algorithms, from La Salle University, graduating Magna Cum Laude in 1996;

and a PhD in Computer

Science - VLSI Design, specializing in EDA Concepts and Algorithms, from La Salle University, graduating Summa Cum Laude in 1998.

Rittman is the Company’s CTO and director.

Mansour Khatib was

appointed as the Company Chief Executive and Financial Officer on April 13, 2020, the Company’s Board of Directors appointed Mansour

Khatib, who has served as the Chief Marketing Officer and a director of the Company as Chief Executive Officer.

Khatib has also previously

served as Interim Chief Executive Officer from May 2018 to July 2018.

From 2009 through 2012, Mansour Khatib served as the CEO and CFO

of The Merchandise Company, located in Long Beach, California.

From 2012 through the present, Mr.

Khatib has served as a U.S.

Business and Marketing Sales Representative for KB Racking, located in Toronto, Canada.

2013 through July 2014, Mr.

Khatib served as VP of Marketing for Sun Energy Partners, LLC, developing solar rooftop projects.

and Marketing Sales Representative for KB Racking, located in Toronto, Canada.

From May 2013 through July 2014, Mr.

Khatib served as VP

of Marketing for Sun Energy Partners, LLC, developing solar rooftop projects.

From July 2014 through the present, Mr.

Khatib has served as the CTO for New Energy Ventures, LLC, a company that is developing

utility scale projects in New Jersey, California, and smaller projects in Mexico, the Caribbean and Peru.

Khatib received

in Economics from Fachhochschule Wuppertal in Wuppertal, Germany in 1988 and a Bachelors in Electro Engineering & Computer

Technology from University Aachen in Aachen, Germany in 1985.

Relationships

are no family relationships among our directors and executive officers.

There is no arrangement or understanding between or among

our executive officers and directors pursuant to which any director or officer was or is to be selected as a director or officer.

None of our directors or executive officers have had direct or indirect material interest in any transaction or proposed transaction,

in which the Company was or is a proposed participant, exceeding $120,000.

in Certain Legal Proceedings

our knowledge, during the last ten years, none of our directors and executive officers has:

a bankruptcy petition filed by or against any business of which such person was a general partner or executive officer either

at the time of the bankruptcy or within two years prior to that time.

Khatib has served

as the CTO for New Energy Ventures, LLC, a company that is developing utility scale projects in New Jersey, California, and smaller projects

in Mexico, the Caribbean and Peru.

Khatib received B.A.

in Economics from Fachhochschule Wuppertal in Wuppertal, Germany in 1988 and

a Bachelors in Electro Engineering & Computer Technology from University Aachen in Aachen, Germany in 1985.

Khatib is the Company’s

CEO and director.

Family Relationships

There are no family relationships among our directors

and executive officers.

There is no arrangement or understanding between or among our executive officers and directors pursuant to which

any director or officer was or is to be selected as a director or officer.

None of our directors or executive officers have had direct

or indirect material interest in any transaction or proposed transaction, in which the Company was or is a proposed participant, exceeding

Involvement in Certain Legal Proceedings

To our knowledge, during the last ten years, none of our directors and

executive officers has:

a bankruptcy petition filed by or against any business of which such person was a general partner or executive officer either at

the time of the bankruptcy or within two years prior to that time.

convicted in a criminal proceeding or been subject to a pending criminal proceeding, excluding traffic violations and other minor

2 unchanged sentences

or banking activities.

found by a court of competent jurisdiction (in a civil action), the SEC, or the Commodities Futures Trading Commission to have

violated a federal or state securities or commodities law, and the judgment has not been reversed, suspended or vacated.

found by a court of competent jurisdiction (in a civil action), the SEC, or the Commodities Futures Trading Commission to have violated

a federal or state securities or commodities law, and the judgment has not been reversed, suspended or vacated.

the subject to, or a party to, any sanction or order, not subsequently reverse, suspended or vacated, of any self-regulatory organization,

any registered entity, or any equivalent exchange, association, entity or organization that has disciplinary authority over its

members or persons associated with a member.

December 17, 2015, the Company established a Nominating and Corporate Governance Committee, a Compensation Committee and an Audit

Committee (collectively, the Committees) and approved and adopted charters to govern each of the Committees.

there are no members on each of the committees and the board of directors has assumed the roles of each of the committees.

with Officers and Directors

April 22, 2015, Michael Murray was appointed by the Company as the Chairman of the Board of Directors, CEO, and President of the

On March 4, 2015, the Company entered into a Territorial License Agreement with Hermes, which is the basis for the Companys

any registered entity, or any equivalent exchange, association, entity or organization that has disciplinary authority over its members

or persons associated with a member.

Corporate governance

On December 17, 2015, the Company established a Nominating

and Corporate Governance Committee, a Compensation Committee and an Audit Committee (collectively, the “Committees”) and approved

and adopted charters to govern each of the Committees.

Currently, there are no members on each of the committees

and the board of directors has assumed the roles of each of the committees.

Agreements with Officers and Directors

On April 22, 2015, Michael Murray was appointed by

the Company as the Chairman of the Board of Directors, CEO, and President of the Company.

On March 4, 2015, the Company entered into a

Territorial License Agreement with Hermes, which later been revoked and granted again by Tokenize It – it is the basis for the Company’s

current operations.

Murray is the owner of 9,900 shares of Series D Preferred Stock of the Company that is convertible at

Murrays election into 9,900,000 shares of common stock at a fixed price of $0.50 per share.

During 2016 Mr.

has converted all of his Series D Preferred Stock into common shares of the Company.

June 30, 2015, the Company appointed Dr.

Danny Rittman as Chief Technical Officer and a board member.

On April 6, 2018, the

Company and Danny Rittman, Chief Technology Officer and a Director of the Company, agreed to amend his employment agreement pursuant

to which he will receive salary at the rate of $250,000 annually payable in equal increments of $15,000 per month.

An additional

$70,000 shall be payable within 15 days of the end of the calendar year.

On June 30, 2015, the Company appointed Dr.

Rittman as Chief Technical Officer and a board member.

On April 6, 2018, the Company and Danny Rittman, Chief Technology Officer

and a Director of the Company, agreed to amend his employment agreement pursuant to which he will receive salary at the rate of $250,000

annually payable in equal increments of $15,000 per month.

An additional $70,000 shall be payable within 15 days of the end of the calendar

On September 14, 2018, the Company and Dr.

entered into a letter agreement confirming that the Company is the owner of all intellectual property developed by Dr.

relating to the Internet of Things (IoT) and Artificial Intelligence enabled mobile technologies, including a global platform

with both mobile and fixed solutions, commencing June 16, 2015 and continuing until Dr.

Rittmans employment agreement is

April 16, 2016 (the Effective Date), Mansour Khatib and the Company entered into an Employment Agreement (the Agreement)

pursuant to which Mr.

Mansour Khatib agreed to serve as the Chief Marketing Officer of the Company.

Mansour Khatib was also

appointed as a director of the Company on the Effective Date.

Rittman entered into a letter agreement confirming that the Company is the owner

of all intellectual property developed by Dr.

Rittman relating to the Internet of Things (IoT) and Artificial Intelligence enabled mobile

technologies, including a global platform with both mobile and fixed solutions, commencing June 16, 2015 and continuing until Dr.

employment agreement is terminated.

On April 16, 2016 (the “Effective Date”),

Mansour Khatib and the Company entered into an Employment Agreement (the “Agreement”) pursuant to which Mr.

Mansour Khatib

agreed to serve as the Chief Marketing Officer of the Company.

Mansour Khatib was also appointed as a director of the Company on the

Effective Date.

Pursuant to the terms of the Employment Agreement, Mr.

receive an annual salary of $100,000 upon the Company generating $1,000,000 in revenue during any three (3) month period.

is no understanding or arrangement between Mr.

Khatib and any other person pursuant to which he was appointed as an executive

officer and director.

Khatib does not have any family relationship with any director, executive officer or person nominated

or chosen by us to become a director or an executive officer.

Khatib has not had direct or indirect material interest in any

transaction or proposed transaction, in which the Company was or is a proposed participant, exceeding $120,000.

August 15, 2016, the Employment Agreement of Mansour Khatib, our CMO, was amended and restated as follows:

the Company generating $1,000,000 in revenue during any three (3) month period (the Threshold Requirement), the

Executive will receive salary at the rate of $100,000 annually (the Base Salary);

provided, however, that that Company

shall pay to Executive $5,000 per month (the Monthly Salary Advance) commencing on August 15, 2016, which such Monthly

Salary Advance shall be an advance on the Base Salary and shall continue to be paid to Executive until such time that the Company

launches its Guardian Patch technology into the consumer markets.

Once the Threshold Requirement is met, the Base Salary

will be payable in equal increments not less often than monthly in arrears and in any event consistent with the Companys

payroll policy and practices.

The Base Salary of the Executive may from time to time be increased, but not decreased, by

the Board, in its absolute discretion, including potential bonuses.

January 1, 2020 Mansour Khatib salary was increased to $15,000 a month by Michel Murray our President.

with Section 16(a) of the Securities Exchange Act of 1934

16(a) of the Securities Exchange Act of 1934, as amended, requires our directors and executive officers and persons who own more

than 10% of the issued and outstanding shares of our common stock to file reports of initial ownership of common stock and other

equity securities and subsequent changes in that ownership with the SEC.

Officers, directors and greater than ten percent stockholders

are required by SEC regulation to furnish us with copies of all Section 16(a) forms they file.

To our knowledge, based solely

on a review of the copies of such reports furnished to us and written representations that no other reports were required, during

the fiscal year ended December 31, 2019 all Section 16(a) filing requirements applicable to our officers, directors and greater

than 10% beneficial owners were complied with.

have adopted a Code of Ethics that applies to all officers, directors and employees.

The Company will provide to any person without

charge a copy of such code of ethics upon written request to the Company at its registered offices.

Khatib will receive an annual salary of $100,000 upon the Company

generating $1,000,000 in revenue during any three (3) month period.

There is no understanding or arrangement between Mr.

Khatib and any

other person pursuant to which he was appointed as an executive officer and director.

Khatib does not have any family relationship

with any director, executive officer or person nominated or chosen by us to become a director or an executive officer.

not had direct or indirect material interest in any transaction or proposed transaction, in which the Company was or is a proposed participant,

exceeding $120,000.

Effective August 15, 2016, the Employment Agreement

of Mansour Khatib, our CMO, was amended and restated as follows:

Upon the Company generating

$1,000,000 in revenue during any three (3) month period (the “Threshold Requirement”), the Executive will receive salary at

the rate of $100,000 annually (the “Base Salary”);

provided, however, that that Company shall pay to Executive $5,000 per

month (the “Monthly Salary Advance”) commencing on August 15, 2016, which such Monthly Salary Advance shall be an advance

on the Base Salary and shall continue to be paid to Executive until such time that the Company launches its Guardian Patch technology

into the consumer markets.

Once the Threshold Requirement is met, the Base Salary will be payable in equal increments not less often than

monthly in arrears and in any event consistent with the Company’s payroll policy and practices.

On August 1, 2021, the Company amend

his employment agreement pursuant to which he will receive salary at the rate of $5,000 per month.

On August 1, 2021, the Company and Danny Rittman,

Chief Technology Officer and a Director of the Company, agreed to amend his employment agreement pursuant to which he will receive salary

at the rate of $5,000 per month.

Delinquent Section 16(a) Reports

Section 16(a) of the Exchange Act requires the

Company’s executive officers, directors, and persons who beneficially own more than ten percent of a registered class of the Company’s

equity securities, to file with the SEC initial reports of ownership and reports of changes in ownership of the Company’s common

Such officers, directors, and persons are required by SEC regulation to furnish the Company with copies of all Section 16(a)

forms that they file with the SEC.

To our knowledge, based solely on review of the copies

of such reports and amendments to such reports with respect to the year ended December 31, 2021 filed with the SEC, all required

Section 16 reports under the Exchange Act for our directors, executive officers, principal accounting officer and beneficial owners

of greater than 10% of our common stock were filed on a timely basis during the year ended December 31, 2021.

Code of Ethics

We have adopted a Code of Ethics that applies to all

officers, directors and employees.

The Company will provide to any person without charge a copy of such code of ethics upon written request

to the Company at its registered offices.

EXECUTIVE COMPENSATION

following tables set forth all compensation paid to our officers for the years ended December 31, 2020 and 2019.

Compensation Table

The following tables set forth all compensation paid

to our officers for the years ended December 31, 2021 and 2020.

Summary Compensation Table

Non-Qualified

Name and principal

Incentive Plan

Michael Murray

6 unchanged sentences

former Chief Executive Officer

Kevin Pickard (2)

former Chief Financial Officer

compensation discussed herein addresses all compensation awarded to, earned by, or paid to our named executive officer.

are no other stock option plans, retirement, pension, or profit-sharing plans for the benefit of our sole officer and director

other than as described herein.

as the Chief Executive Officer in April 2020.

as the Chief Financial Officer in September 2019.

following table sets forth all compensation awarded to, earned by or paid to the non-employee directors in 2020 and 2019 for their

service as directors:

Robert Yaspan

former director

Judit Nagypal

former director

Mitchell Tavera

former director

Muhammed Khilji

former director

Equity Awards at Fiscal Year-End

following table sets forth all unexercised warrants and unvested restricted stock that have been awarded to our named executives

by the Company and were outstanding as of December 31, 2020.

incentive plan

shares, units

Name and principal

exercisable (#)

unexercisable (#)

The compensation discussed herein addresses all compensation

awarded to, earned by, or paid to our named executive officer.

There are no other stock option plans, retirement,

pension, or profit-sharing plans for the benefit of our sole officer and director other than as described herein.

Resigned as the Chief Executive Officer in April 2020.

Director Compensation

During the years ended December

31, 2021 and 2020, there were 2 non-employee directors.

Outstanding Equity Awards at Fiscal Year-End

The following table sets forth all unexercised warrants

and unvested restricted stock that have been awarded to our named executives by the Company and were outstanding as of December 31, 2021.

Name and principal Position

securities underlying unexercised warrants exercisable (#)

securities underlying unexercised warrants unexercisable (#)

Equity incentive

Number of securities underlying unexercised unearned options (#)

Warrant exercise

Warrant expiration date

Number of shares or units of stock that have not vested (#)

of shares or units of stock that have not vested

Equity incentive

Number of unearned shares, units or other rights that have not vested (#)

E quity incentive

Market or payout value of unearned shares, units or other rights that have not vested ($)

Michael Murray

President and director

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS

following table sets forth information with respect to the beneficial ownership of the Common Stock as of March 24, 2021 by (i)

each person known by the Company to own beneficially more than 5% of the outstanding Common Stock;

(ii) each director of the Company;

SECURITY OWNERSHIP

OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS

The following table sets

forth information with respect to the beneficial ownership of the Common Stock as of March 23,

2022 by (i) each person known by the Company to own beneficially more than 5% of the outstanding Common Stock;

(ii) each director of the

(iii) each officer of the Company and (iv) all executive officers and directors as a group.

Except as otherwise indicated below,

each of the entities or persons named in the table has sole voting and investment powers with respect to all shares of Common

Stock beneficially owned by it or him as set forth opposite its or his name.

each of the entities or persons named in the table has sole voting and investment powers with respect to all shares of Common Stock beneficially

owned by it or him as set forth opposite its or his name.

Name of Beneficial Owner

2 unchanged sentences

GBT Tokenize Corp (4)

The Gonzalez Trust CR - Pablo Gonzalez (4)

All Officers and Directors as a Group

(1) Beneficial

ownership is determined in accordance with the Rule 13d-3(d)(1) of the Exchange Act, as amended and generally includes voting

or investment power with respect to securities.

Pursuant to the rules and regulations of the Securities and Exchange Commission,

shares of common stock that an individual or group has a right to acquire within 60 days pursuant to the exercise of options or

warrants are deemed to be outstanding for the purposes of computing the percentage ownership of such individual or group, but

are not deemed to be outstanding for the purposes of computing the percentage ownership of any other person shown in the table.

Beneficial ownership is determined in accordance with the Rule 13d-3(d)(1) of the Exchange Act, as amended and generally includes voting or investment power with respect to securities.

Pursuant to the rules and regulations of the Securities and Exchange Commission, shares of common stock that an individual or group has a right to acquire within 60 days pursuant to the exercise of options or warrants are deemed to be outstanding for the purposes of computing the percentage ownership of such individual or group, but are not deemed to be outstanding for the purposes of computing the percentage ownership of any other person shown in the table.

The above is based on 33,663,501 shares of common stock outstanding as of March 8, 2022

Murray is President of the company, and a director.

He holds a warrant for 4,000,000 shares of the Company’s common stock.

Officer and Director of the Company.

Tokenize Corp is a 50/50 Joint venture between the Company and Tokenize-It S.A.

Controlled by the Gonzalez Trust from Costa Rica.

GBT Tokenize Corp hold 100,000,000 shares of the Company’s common stock.

The Gonzalez Trust holds a note for $10,000,000

with conversion feature (under dispute by them) at $10 per share.

Director, executive officer, affiliate or any owner of record or beneficial owner of more than 5% of any class of voting securities

of the Company is a party adversary to the Company or has a material interest adverse to the Company.

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE.

April 6, 2018, the Company and Danny Rittman, Chief Technology Officer and a Director of the Company, agreed to amend his employment

agreement pursuant to which he will receive salary at the rate of $250,000 annually payable in equal increments of $15,000 per

month with an additional $70,000 to be paid within 15 days of the end of the calendar year.

September 14, 2018, the Company and Dr.

Rittman entered into a letter agreement confirming that the Company is the owner of all

intellectual property developed by Dr.

Rittman relating to the Internet of Things (IoT) and Artificial Intelligence enabled mobile

technologies, including a global platform with both mobile and fixed solutions, commencing June 16, 2015 and continuing until

Rittman’s employment agreement is terminated.

September 1, 2017, the Company entered into and closed an Asset Purchase Agreement with a third party, RWJ Advanced Marketing,

LLC (“RWJ”), a Georgia corporation, pursuant to which the Company purchased certain assets from RWJ, including inventory,

terminals, licenses and permits and intangible assets.

At closing, the Company and Mr.

Greg Bauer entered into an Employment Agreement

pursuant to which Mr.

Bauer was retained as Chief Executive Officer for a term of one year, subject to an automatic extension,

unless terminated, in consideration of a base salary of $250,000 and a bonus of 10% of net profit generated by the assets acquired.

He holds a warrant for 4,000,000 shares of the Company’s common stock.

Current Officer and Director of the Company.

GBT Tokenize Corp is a 50/50 Joint venture between the Company and Tokenize-It S.A.

which was assigned on June 30, 2021 to Magic International Argentina F.C, S.L.

Controlled by Sergio Fridman, a third party GBT Tokenize Corp hold 16,000,000 shares of the Company’s common stock.

No Director, executive officer, affiliate or any owner

of record or beneficial owner of more than 5% of any class of voting securities of the Company is a party adversary to the Company or

has a material interest adverse to the Company.

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS,

AND DIRECTOR INDEPENDENCE.

On September 14, 2018, the Company and Dr.

entered into a letter agreement confirming that the Company is the owner of all intellectual property developed by Dr.

Rittman relating

to the Internet of Things (IoT) and Artificial Intelligence enabled mobile technologies, including a global platform with both mobile

and fixed solutions, commencing June 16, 2015 and continuing until Dr.

Rittman’s employment agreement is terminated.

On September 1, 2017, the Company entered into and

closed an Asset Purchase Agreement with a third party, RWJ Advanced Marketing, LLC (“RWJ”), a Georgia corporation, pursuant

to which the Company purchased certain assets from RWJ, including inventory, terminals, licenses and permits and intangible assets.

closing, the Company and Mr.

Greg Bauer entered into an Employment Agreement pursuant to which Mr.

Bauer was retained as Chief Executive

Officer for a term of one year, subject to an automatic extension, unless terminated, in consideration of a base salary of $250,000 and

a bonus of 10% of net profit generated by the assets acquired.

Bauer was also appointed to the Board of Directors of the Company.

As of the closing date, Mr.

Murray resigned as Chief Executive

Officer of the Company but will remain as a director of the Company.

Bauer, since 2004 through present, has served as executive

director with W.L.

Murray resigned as Chief Executive Officer of the Company but will remain as a director of the Company.

Bauer, since 2004 through present, has served as executive director with W.L.

Petrey Wholesale, Inc.

where he was in charge of the UGO/Preway operations.

The Company is in litigations in

connection with RWJ transaction.

January 1, 2019, the Company and Douglas Davis entered into an Amended and Restated Employment Agreement pursuant to which Mr.

where he was in charge of the UGO/Preway

The Company is in litigations in connection with RWJ transaction – See Note 15 - Contingencies.

On January 1, 2019, the Company and Douglas Davis

entered into an Amended and Restated Employment Agreement pursuant to which Mr.

Davis was retained as Chief Executive Officer.

Davis served as Interim Chief Executive Officer since July 2018 until his resignation

on April 11, 2020.

served as Interim Chief Executive Officer since July 2018 until his resignation on April 11, 2020.

The term of Mr.

employment was for two years through January 1, 2021.

Davis was entitled to

an annual base salary of $250,000, which was to be increased to $400,000 upon the Company up-listing to a national exchange.

Davis was also entitled to the issuance of Stock Options to acquire an aggregate of 50,000 shares of common stock of the Company,

exercisable for five years, subject to vesting.

The options were to be earned and vested (i) with respect to 20,000 shares of

common stock on the date hereof, (ii) 5,000 shares of common stock upon the successful dual list of the Company on an international

exchange such as SIX Zurich Stock Exchange or Euronext, (iii) 15,000 shares of common stock upon the successful up listing to

a national exchange such as the Nasdaq, NYSE Euronext, TSX, AMEX or other, and (iv) with respect to 5,000 shares of common stock

at each of the six (6) month anniversaries (July 1, 2019 and January 1, 2020).

The exercise price of such options shall be the

closing price of the Company on the date prior to such event.

October 10, 2019, the Company entered into a Joint Venture Agreement (the “BitSpeed Agreement”) with BitSpeed LLC,

which is owned by Douglas Davis, the Company’s Chief Executive Officer, to form GBT BitSpeed Corp., a Nevada company (“GBT

BitSpeed”).

The purpose of GBT BitSpeed is to develop, maintain and support its proprietary Extreme Transfer Software Application

Concurrency, a software application to transfer secure, accelerated transmission of large file data over networks, and connection

to cloud storage, Network-Attached Storage (NAS) and Storage Area Networks (SANs) (“Concurrency”).

BitSpeed shall

contribute the services and resources for the development of Concurrency to GBT BitSpeed.

The Company shall contribute 10 million

shares of common stock (valued at $17,900,000) of the Company to GBT BitSpeed.

BitSpeed and the Company will each own 50% of GBT

Davis’ employment

was for two years through January 1, 2021.

Davis was entitled to an annual base salary of $250,000, which was to be increased to $400,000

upon the Company up-listing to a national exchange.

Davis was also entitled to the issuance of Stock Options to acquire an aggregate

of 50,000 shares of common stock of the Company, exercisable for five years, subject to vesting.

The options were to be earned and vested

(i) with respect to 20,000 shares of common stock on the date hereof, (ii) 5,000 shares of common stock upon the successful dual list

of the Company on an international exchange such as SIX Zurich Stock Exchange or Euronext, (iii) 15,000 shares of common stock upon the

successful up listing to a national exchange such as the Nasdaq, NYSE Euronext, TSX, AMEX or other, and (iv) with respect to 5,000 shares

of common stock at each of the six (6) month anniversaries (July 1, 2019 and January 1, 2020).

The exercise price of such options shall

be the closing price of the Company on the date prior to such event.

On October 10, 2019, the Company entered into a Joint

Venture Agreement (the “BitSpeed Agreement”) with BitSpeed LLC, which is owned by Douglas Davis, the Company’s Chief

Executive Officer, to form GBT BitSpeed Corp., a Nevada company (“GBT BitSpeed”).

The purpose of GBT BitSpeed is to develop,

maintain and support its proprietary Extreme Transfer Software Application Concurrency, a software application to transfer secure, accelerated

transmission of large file data over networks, and connection to cloud storage, Network-Attached Storage (NAS) and Storage Area Networks

(SANs) (“Concurrency”).

BitSpeed shall contribute the services and resources for the development of Concurrency to GBT BitSpeed.

The Company shall contribute 10 million shares of common stock (valued at $17,900,000) of the Company to GBT BitSpeed.

BitSpeed and the

Company will each own 50% of GBT BitSpeed.

The Company shall appoint two directors and BitSpeed shall appoint one director of GBT BitSpeed.

In addition, GBT BitSpeed

In addition, GBT BitSpeed and Mr.

Davis entered into a Consulting Agreement in which Mr.

Davis is engaged to provide services in consideration of $10,000

per month payable quarterly which may be paid in shares of common stock calculated by the amount owed divided by the Company’s

Davis will provide services in connection with the development of the business as well as GBT BitSpeed’s

capital raising efforts.

Davis is engaged to provide services in consideration

of $10,000 per month payable quarterly which may be paid in shares of common stock calculated by the amount owed divided by the Company’s

Davis will provide services in connection with the development of the business as well as GBT BitSpeed’s capital

raising efforts.

The term of the Consulting Agreement is two years.

The closing of the BitSpeed Agreement occurred on

October 14, 2019.

On April 11, 2020, Douglas Davis resigned as Chief Executive Officer of the Company so that he may fully devote

all of his efforts to GBT Tokenize Corp., the Company’s joint venture, which intends to develop a new product.

resignation was not the result of any disagreements with management or board of directors of the Company.

March 6, 2020, the Company through Greenwich, entered into the Tokenize Agreement with Tokenize, which is owned by a Costa Rica

Trust represented by 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.

of GBT Tokenize is to develop 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.

Tokenize shall contribute the services

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

The Company contributed 100,000,000 GBT Shares

to GBT Tokenize.

The closing of the BitSpeed Agreement occurred on October 14, 2019.

On April 11, 2020, Douglas Davis resigned as Chief Executive Officer of the Company so that he may fully devote all of his efforts to

GBT Tokenize Corp., the Company’s joint venture, which intends to develop a new product.

Davis’ resignation was not the

result of any disagreements with management or board of directors of the Company.

On March 6, 2020, the Company through Greenwich, entered

into the Tokenize Agreement with Tokenize, which is owned by a Costa Rica Trust represented by 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.

The purpose of GBT Tokenize is to develop 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.

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

The Company contributed

100,000,000 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.

In 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 Company’s 10-day VWAP.

Gonzalez will provide services

in connection with the development of the business as well as GBT Tokenize’s capital raising efforts.

The term of the Consulting

Agreement is two years.

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.

In 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 Company’s 10-day VWAP.

Gonzalez will provide services in

connection with the development of the business as well as GBT Tokenize’s capital raising efforts.

The term of the Consulting Agreement

is two years.

The closing of the Tokenize Agreement occurred on March 9, 2020.

Via this Joint Venture the parties commenced

development of a development of an intelligent human vital signs’

device, suggested named qTerm.

The platform is an expansion

of the existing license agreement with GBT Tokenize Corp., which provided GBT Tokenize Corp.

with an exclusive territory of California

to develop certain of the Company’s technology.

As the nature of the platform cannot be restricted only to California, the

Company’s 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 63001564.

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.

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

for Approval of Related Party Transactions

Board of Directors is in charged with reviewing and approving all potential related party transactions.

All such related party

transactions must then be reported under applicable SEC rules.

We have not adopted other procedures for review, or standards for

approval, of such transactions, but instead review them on a case-by-case basis.

Company has no outside directors as of December 31, 2020.

Via this Joint Venture the parties commenced development

of a development of an intelligent human vital signs’ device, suggested named qTerm.

The platform is an expansion of the existing

license agreement with GBT Tokenize Corp., which provided GBT Tokenize Corp.

with an exclusive territory of California to develop certain

of the Company’s technology.

As the nature of the platform cannot be restricted only to California, the Company’s 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 63001564.

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 steps.

On May 19, 2021, the Company

entered into a Mutual Release and Settlement Agreement and Irrevocable Assignment of outstanding balance plus accrued interest (the “Gonzalez

Agreement”) with third party, GBT-CR, IGOR 1 Corp and Gonzalez.

Pursuant to the Gonzalez Agreement, without any party admission

of liability and to avoid litigation, the parties has agreed to (i) extend the GBT convertible note maturity date to December 31, 2022,

(ii) amend the GBT convertible note terms to include a beneficial ownership blocker of 4.99% and a modified conversion feature to the

GBT convertible note with 15% discount to the market price during the 20 trading day period ending on the latest complete trading day

prior to the conversion date and (iii) provided for an assignment of the GBT convertible note by Gonzalez to a third party.

of the change in terms of this convertible note, the Company took a charge related to the modification of debt of $13,777,480 during

the year ended December 31, 2021.

During the year ended December

31, 2021, IGOR 1 converted $1,284,600 of the convertible note into 4,185,650 shares of the Company’s common stock.

June 24, 2021, the Company transferred 5,500,000 SURG shares received as repayment of $660,000 of this convertible note.

On November 15, 2020, the Company issued a promissory

note to Alpha Eda, LLC (“Alpha”), a related party, for $140,000.

The note accrues interest at 10% per annum, is unsecured

and is due on September 30, 2021.

On June 20, 2021 Alpha and the Company extended the note maturity to December 31, 2021.

balance of the note at December 31, 2021 and 2020 was $140,000 and $140,000 plus accrued interest of $16,633 and $1,803, respectively.

On February 9, 2022 the Board approved the employment

Rittman the spouse of Mr.

Rittman, as an assistant to be paid $1,500 per month.

Rittman recuse himself from voting on the matter

due to a conflict.

Procedures for Approval of Related Party Transactions

Our Board of Directors is in charged with reviewing

and approving all potential related party transactions.

All such related party transactions must then be reported under applicable SEC

We have not adopted other procedures for review, or standards for approval, of such transactions, but instead review them on a

case-by-case basis.

Director Independence

The Company has no outside directors as of December

PRINCIPAL ACCOUNTANT FEES AND SERVICES

following table shows the fees that were billed for the audit and other services provided by BF Borgers CPA PC for the years ended

December 31, 2020 and 2019.

The following table shows the fees that were billed

for the audit and other services provided by BF Borgers CPA PC for the years ended December 31, 2021 and 2020.

Years Ended December 31,

1 unchanged sentence

All Other Fees

Fees - This category includes the audit of our annual financial statements, review of financial statements included in our

Quarterly Reports on Form 10-Q and services that are normally provided by the independent registered public accounting firm in

connection with engagements for those years.

This category also includes advice on audit and accounting matters that arose during,

or as a result of, the audit or the review of interim financial statements.

Audit-Related

Fees - This category consists of assurance and related services by the independent registered public accounting firm that

are reasonably related to the performance of the audit or review of our financial statements and are not reported above under

“Audit Fees.”

The services for the fees disclosed under this category include consultation regarding our correspondence

with the SEC, other accounting consulting and other audit services.

Fees - This category consists of professional services rendered by our independent registered public accounting firm for tax

compliance and tax advice.

The services for the fees disclosed under this category include tax return preparation and technical

Other Fees - This category consists of fees for other miscellaneous items.

of Directors Pre-Approval Process, Policies and Procedures

audit and permissible non-audit services provided by our independent registered public accounting firm must be pre-approved.

services may include audit services, audit-related services, tax services and other services.

Pre-approval is generally provided

for up to one year and any pre-approval is detailed as to the particular service or category of service.

The independent registered

public accounting firm and management periodically report to the board of directors regarding the extent of services provided

by the independent registered public accounting firm.

Consistent with the board of directors’

policy, all audit and permissible

non-audit services provided by our independent registered public accounting firm were pre-approved by our board of directors.

Audit Fees - This category

includes the audit of our annual financial statements, review of financial statements included in our Quarterly Reports on Form 10-Q and

services that are normally provided by the independent registered public accounting firm in connection with engagements for those years.

This category also includes advice on audit and accounting matters that arose during, or as a result of, the audit or the review of interim

financial statements.

Audit-Related Fees - This

category consists of assurance and related services by the independent registered public accounting firm that are reasonably related to

the performance of the audit or review of our financial statements and are not reported above under “Audit Fees.” The services

for the fees disclosed under this category include consultation regarding our correspondence with the SEC, other accounting consulting

and other audit services.

Tax Fees - This category

consists of professional services rendered by our independent registered public accounting firm for tax compliance and tax advice.

services for the fees disclosed under this category include tax return preparation and technical tax advice.

All Other Fees - This

category consists of fees for other miscellaneous items.

Board of Directors Pre-Approval Process, Policies

and Procedures

All audit and permissible non-audit services provided

by our independent registered public accounting firm must be pre-approved.

These services may include audit services, audit-related services,

tax services and other services.

Pre-approval is generally provided for up to one year and any pre-approval is detailed as to the particular

service or category of service.

The independent registered public accounting firm and management periodically report to the board of directors

regarding the extent of services provided by the independent registered public accounting firm.

Consistent with the board of directors’

policy, all audit and permissible non-audit services provided by our independent registered public accounting firm were pre-approved by

our board of directors.

EXHIBITS, FINANCIAL STATEMENT SCHEDULES

of Incorporation of Forex International Trading Corp.

of Forex International Trading Corp.

of Designation for Series A Preferred Stock (14)

of Designation for Series B Preferred Stock (21)

of Designation –

Series C Preferred Stock (22)

to the Certificate of Designation for the Series B Preferred Stock (25)

to the Certificate of Designation for the Series C Preferred Stock(25)

of Change filed pursuant to NRS 78.209 (31)

of Merger filed pursuant to NRS 92.A.200 (31)

of Amendment to the Articles of Incorporation of Gopher Protocol Inc.

of Change dated July 10, 2019 (67)

of Merger by and between Gopher Protocol Inc.

Certificate of Incorporation of Forex International Trading Corp.

Bylaws of Forex International Trading Corp.

Certificate of Designation for Series A Preferred Stock (2)

Certificate of Designation for Series B Preferred Stock (3)

Certificate of Designation – Series C Preferred Stock (4)

Amendment to the Certificate of Designation for the Series B Preferred Stock (5)

Amendment to the Certificate of Designation for the Series C Preferred Stock(5)

Certificate of Change filed pursuant to NRS 78.209 (6)

Articles of Merger filed pursuant to NRS 92.A.200 (6)

Certificate of Amendment to the Articles of Incorporation of Gopher Protocol Inc.

Certificate of Change dated July 10, 2019 (23)

Articles of Merger by and between Gopher Protocol Inc.

and GBT Technologies Inc.

dated July 10, 2019(23)

of Correction to the Certificate of Change (68)

of Correction to the Articles of Merger by and between Gopher Protocol Inc.

and GBT Technologies

Certificate of Correction to the Certificate of Change (24)

Certificate of Correction to the Articles of Merger by and between Gopher Protocol Inc.

and GBT Technologies Inc.

dated July 10, 2019 (24)

of Amendment to the Articles of Incorporation of GBT Technologies Inc.

Certificate of Amendment to the Articles of Incorporation of GBT Technologies Inc.

dated September 23, 2019(26)

23, 2019 (72)

Promissory Note issued by the Company to ATL dated July 8, 2010 (3)

and Collateralized Promissory Note issued by ATL to the Company dated July 8, 2010 (3)

and Security Agreement by and between Forex International Trading Group and ATL dated July 7, 2010 (3)

Note issued to Rasel Ltd.

Dated October 6, 2009(7)

Note issued to Rasel Ltd.

Dated October 20, 2009 (7)

Agreement between Rasel Ltd.

and Forex International Trading Corp.

dated January 22, 2011 (8)

Agreement by and between Forex International Trading Group and ATL dated November 8, 2010 (9)

Convertible Note issued to APH (11)

Convertible Debenture issued to HAM dated April 5, 2011 (14)

Note dated November 30, 2011 issued to Cordellia dioxo.

in the amount of $1,000,000 (18)

Convertible Promissory Note issued by Forex International Trading Corp.

Secured and Collateralized Promissory Note issued by Vulcan Oil & Gas Inc.

Purchase Agreement dated July 24, 2013 entered with Asher Enterprise Inc.

Promissory Note issued to Asher Enterprises Inc.

Convertible Debenture issued to GV Global Communications Inc.

to 10% Convertible Promissory Debenture held by GV Global Communications, Inc.

D Preferred Stock Certificate of Designation (32)

Stock Purchase Warrant (40)

Convertible Promissory Note issued by the Company to Guardian Patch LLC dated May 23, 2017 (41)

Purchase Agreement entered with Crown Bridge Partners, LLC dated June 9, 2017 (42)

Promissory Note dated June 9, 2017 issued to Crown Bridge Partners LLC (42)

Promissory Note Back End Note dated June 9, 2017 issued to Crown Bridge Partners LLC (42)

Collateralized

Secured Promissory Note Back End Note dated June 9, 2017 issued to Crown Bridge Partners LLC (42)

Purchase Agreement entered with Eagle Equities, LLC dated June 9, 2017 (42)

Promissory Note issued to Eagle Equities, LLC dated June 9, 2017 (42)

Promissory Note issued to Eagle Equities, LLC dated June 9, 2017 (Back End Note) (42)

of Collateralized Secured Promissory Note dated June 9, 2017 issued by Eagle Equities, LLC (42)

Promissory Note dated June 7, 2017 issued to JSJ Investments Inc.

Promissory Note dated June 29, 2017 issued to JSJ Investments Inc.

of Warrant issued to Robert Warren Jackson, Gregory Bauer, Michael Murray and Guardian Patch, LLC dated September 1, 2017

Note payable by Gopher Protocol Inc.

Certificate of Designation for Series B Preferred Stock (7)

Certificate of Designation of the Preferences, Rights and Limitations of the Series G Convertible Preferred Stock (15)

Series H Convertible Preferred Stock Certificate of Designation (21)

Form of Warrant issued to Robert Warren Jackson, Gregory Bauer, Michael Murray and Guardian Patch, LLC dated September 1, 2017 (14)

Balloon Note payable by Gopher Protocol Inc.

to RWJ Advanced Marketing, LLC dated September 1, 2017 (14)

Purchase Agreement entered with Eagle Equities, LLC dated September 13, 2017 (46)

Promissory Note issued to Eagle Equities, LLC dated September 13, 2017(46)

Promissory Note issued to Eagle Equities, LLC dated September 13, 2017 (Back End Note) (46)

of Collateralized Secured Promissory Note dated September 13, 2017 issued by Eagle Equities, LLC(46)

Purchase Agreement dated October 2, 2017 between Gopher Protocol Inc.

and Power Up Lending Group Ltd.

Promissory Note dated October 2, 2017 issued to Power Up Lending Group Ltd.

Purchase Agreement entered with Labrys Fund, LP dated October 26, 2017 (49)

Promissory Note issued to Labrys Fund, LP dated October 26, 2017 (49)

Agreement entered between Gopher Protocol Inc.

and Crown Bridge Partners, LLC dated October 23, 2017 (49)

Purchase Agreement by and between Gopher Protocol Inc.

and Eagle Equities, LLC dated December 29, 2017 (50)

Stock Purchase Warrant issued to Eagle Equities, LLC dated December 29, 2017 (50)

of Designation of the Preferences, Rights and Limitations of the Series G Convertible Preferred Stock (51)

of Securities Purchase Agreement entered with Bellridge Capital, LLC (52)

Convertible Debenture issued to Bellridge Capital, LLC dated March 2, 2018 (52)

Stock Purchase Warrant issued to Bellridge Capital, LLC dated March 2, 2018 (52)

of Warrant issued to Derron Winfrey, Dennis Winfrey, Mark Garner and JIL Venture dated March 1, 2018 (53)

payable by Gopher Protocol Inc.

Form of Warrant issued to Derron Winfrey, Dennis Winfrey, Mark Garner and JIL Venture dated March 1, 2018 (16)

Note payable by Gopher Protocol Inc.

to ECS, LLC dated March 1, 2018 (16)

Convertible Debenture issued to Bellridge Capital, LP dated April 9, 2018 (54)

Stock Purchase Warrant issued to Bellridge Capital, LP dated April 9, 2018 (54)

Option issued to Kevin Pickard dated April 16, 2018 (55)

Option issued to Muhammad Khilji dated April 25, 2018 (56)

Purchase Agreement by and between Gopher Protocol Inc.

and Eagle Equities, LLC dated May 4, 2018 (57)

H Convertible Preferred Stock Certificate of Designation (65)

Stock Option issued to Kevin Pickard dated April 16, 2018 (17)

Stock Option issued to Muhammad Khilji dated April 25, 2018 (18)

6% Convertible Note payable to Pablo Gonzalez dated June 17, 2019 (21)

Note payable to Glen Eagles Acquisition LP (66)

to Common Stock Purchase Warrant between Gopher Protocol Inc.

Convertible Note payable to Glen Eagles Acquisition LP (22)

Amendment to Common Stock Purchase Warrant between Gopher Protocol Inc.

and Glen Eagles Acquisition LP (22)

Amendment to Promissory Note between GBT Technologies Inc.

Second Amendment to Promissory Note between GBT Technologies Inc.

and Ilaid Research and Trading LP dated July 20, 2020 (29)

Promissory Note August 4, 2020 issued to Redstart Holdings Corp.

Licensing Agreement dated April 12, 2010, by and between Forex International Trading Corp and Triple (1)

Agreement dated April 23, 2010, by and between Forex International Trading Corp and Darren Dunckel (2)

Agreement by and between Forex International Trading Corp.

and Anita Atlas, dated July 29, 2010 (4)

Agreement by and between Forex International Trading Corp.

and Stewart Reich, dated July 29, 2010 (4)

Agreement by and between Forex International Trading Corp.

William Glass, dated August 6, 2010 (5)

Exchange Agreement by and between Forex International Trading Corp.

Agreement by and between Forex International Trading Corp., APH, Medirad Inc.

and Rasel Ltd.

Amendment by and between Forex International Trading Corp.

and William Glass, dated March 4, 2011 (13)

Amendment by and between Forex International Trading Corp.

and Stewart Reich, dated March 4, 2011 (13)

Agreement by and between Forex International Trading Corp.

and Liat Franco, dated March 7, 2011 (13)

between Forex International Trading Corp.

and APH dated April 5, 2011 (14)

Agreement between MP and Forex International Trading Corp.

dated April 5, 2011 (14)

Exchange Agreement between Forex International Trading Corp.

and dated April 5, 2011 (14)

to Unwind and Mutual Release dated as of July 11, 2011 by and between Forex International Trading Corp., Forex NYC and Wheatley

Investment Agreement by and between Forex International Trading Corp.

and Centurion Private Equity, LLC dated June 27, 2011

Rights Agreement with Centurion by and between Forex International Trading Corp.

and Centurion Private Equity, LLC dated June

27, 2011 (16)

Intentionally

Agreement by and between Forex International Trading Corp., A.T.

Limited, Watford Holding Inc.

and James Bay Holdings, Inc.

dated November 1, 2011 (17)

and Foreclosure Agreement between Forex International Trading Corp., AP Holdings Limited, H.A.M Group Limited and Cordellia

of Share Purchase Agreement dated December 5, 2011 between Triple 8 Limited, AP Holdings Limited, H.A.M Group Limited and

888 Markets (Jersey) Limited (18)

Note issued to Forex International Trading Corp.

dated December 13, 2011 (19)

Pledge Agreement executed by Fortune Market Media Inc.

dated December 13, 2011 (19)

Agreement between the Company and GV Global Communications, Inc.

by and between and Direct JV Investments Inc., Forex International Trading Corporation and Vulcan Oil & Gas Inc.

January 7, 2013 (23)

License Agreement dated September 2, 2013, by and between Forex International Trading Corp and Micrologic Design Automation,

Agreement dated January 2, 2014, by and between Forex International Trading Corp and Micrologic Design Automation, Inc.

Agreement by and between Forex International Trading Corp.

and Leova Dobris dated November 14, 2014 (29)

Agreement by and between Forex International Trading Corp.

and Vladimir Kirish dated January 22, 2015 (30)

Agreement by and between Forex International Trading Corp.

and GV Global Communications Inc.

dated January 22, 2015 (30)

by and between Forex International Trading Corp.

and Fleming PLLC dated January 22, 2015 (30)

License Agreement dated March 4, 2015, by and between Gopher Protocol Inc.

Convertible Promissory Note August 4, 2020 issued to Redstart Holdings Corp.

Fourth Amendment to Promissory Note between GBT Technologies Inc.

and Iliad Research and Trading, L.P.

dated May 14, 2020 – Executed May 19, 2021(31)

Convertible Promissory Note May 26, 2021 issued to Redstart Holdings Corp.

– Executed on May 27, 2021 (32)

Fifth Amendment to Promissory Note between GBT Technologies Inc.

and Iliad Research and Trading LP dated August 19, 2021 executed August 20, 2021 (33)

Convertible Promissory Note September 21, 2021 issued to Redstart Holdings Corp.

– Executed on September 24, 2021, and Funded on September 28, 2021 (34)

Amended Loan Authorization and Agreement between GBT Technologies Inc.

Small Business Administration dated October 1, 2021 (35)

Convertible Promissory Note dated November 8, 2021 issued to Sixth Street Lending LLC (36)

Description of Securities

Territorial License Agreement dated March 4, 2015, by and between Gopher Protocol Inc.

and Hermes Roll LLC (7)

and Restated Territorial License Agreement dated June 16, 2015 by and between Gopher Protocol Inc.

Amended and Restated Territorial License Agreement dated June 16, 2015 by and between Gopher Protocol Inc.

and Hermes Roll LLC (9)

Agreement dated August 20, 2015 by and between Gopher Protocol Inc.

Letter Agreement dated August 20, 2015 by and between Gopher Protocol Inc.

Danny Rittman (10)

Agreement dated August 11, 2015, by and between Gopher Protocol Inc.

and Michael Korsunsky (37)

Agreement dated March 14, 2016 by and between Gopher Protocol Inc.

Letter Agreement dated March 14, 2016 by and between Gopher Protocol Inc.

Danny Rittman.

and Restated Employment Agreement by and between Gopher Protocol Inc.

Amended and Restated Employment Agreement by and between Gopher Protocol Inc.

Danny Rittman dated April 19, 2016 (12)

Agreement dated September 10, 2016, by and between Gopher Protocol Inc.

and Waterford Group LLC (40)

Agreement between the Company and Guardian Patch LLC dated May 23, 2017 (41)

and Leak-Out Agreement between the Company and Guardian Patch LLC dated June 26, 2017 (43)

and Leak-Out Agreement between the Company and Stanley Hills LLC dated June 29, 2017 (43)

Agreement between the Company and Danny Rittman dated June 29, 2017 (43)

Purchase Agreement between Gopher Protocol Inc.

Letter Agreement between the Company and Danny Rittman dated June 29, 2017 (13)

Asset Purchase Agreement between Gopher Protocol Inc.

and RWJ Advanced Marketing, LLC dated September 1, 2017 (14)

to Asset Purchase Agreement between Gopher Protocol Inc.

Addendum to Asset Purchase Agreement between Gopher Protocol Inc.

and RWJ Advanced Marketing, LLC dated September 1, 2017 (14)

Agreement between Gopher Protocol Inc.

Employment Agreement between Gopher Protocol Inc.

and Gregory Bauer dated September 1, 2017 (14)

Agreement between Gopher Protocol Inc.

and Guardian Patch, LLC dated September 1, 2017 (45)

Agreement between Gopher Protocol Inc.

and Eagle Equities LLC dated December 31, 2017 (51)

of Lock-Up and Leak-Out Agreement between Gopher Protocol Inc.

and Stanley Hills, LLC dated December 29, 2017(51)

of Lock-Up and Leak-Out Agreement between Gopher Protocol Inc.

and Guardian Patch, LLC dated December 29, 2017(51)

Purchase Agreement between Gopher Protocol Inc.

Asset Purchase Agreement between Gopher Protocol Inc.

and ECS Prepaid LLC dated March 1, 2018 (16)

Agreement between Gopher Protocol Inc.

Employment Agreement between Gopher Protocol Inc.

and Derron Winfrey dated March 1, 2018(16)

Agreement between Gopher Protocol Inc.

Employment Agreement between Gopher Protocol Inc.

and Mark Garner dated March 1, 2018(16)

Agreement between Gopher Protocol Inc.

Venture LLC dated March 1, 2018(53)

Retention Agreement by and between Gopher Protocol Inc.

and Kevin Pickard dated April 16, 2018 (55)

Indemnification

Agreement by and between Gopher Protocol Inc.

and Kevin Pickard dated April 16, 2018 (55)

Agreement by and between Gopher Protocol Inc.

and Muhammad Khilji dated April 25, 2018 (56)

Indemnification

Agreement by and between Gopher Protocol Inc.

and Muhammad Khilji dated April 25, 2018 (56)

Agreement by and between Gopher Protocol Inc.

and Robert Yaspan dated May 17, 2018 (58)

Agreement by and between Gopher Protocol Inc.

and Judit Nagypal dated May 17, 2018 (58)

Agreement by and between Gopher Protocol Inc.

and Ambassador Siegel dated May 17, 2018 (58)

Agreement by and between Gopher Protocol Inc.

and Eva Bitter dated June 18, 2018 (59)

Agreement by and between Gopher Protocol Inc.

and Douglas L.

Davis dated July 23, 2018 (60)

Agreement by and between Gopher Protocol Inc.

and Mitchell K.

Tavera dated July 31, 2018 (61)

between Gopher Protocol Inc.

and Mobiquity Technologies, Inc.

dated September 4, 2018 (19)

Agreement between Gopher Protocol Inc.

and Consul Group RE 2021, SRL dated September 5, 2018 (62)

Intellectual Property License and Royalty Agreement between Gopher Protocol Inc.

Exclusive Intellectual Property License and Royalty Agreement between Gopher Protocol Inc.

and GBT Technologies, S.A.

dated September 14, 2018 (20)

14, 2018 (63)

Agreement between Gopher Protocol Inc.

Letter Agreement between Gopher Protocol Inc.

Danny Rittman dated September 14, 2018 (20)

Agreement entered into between Gopher Protocol Inc., Altcorp Trading LLC, GBT Technologies,

S.A., a Costa Rica company and Pablo Gonzalez dated June 17, 2019 (65)

Agreement entered into between Gopher Protocol Inc.

Exchange Agreement entered into between Gopher Protocol Inc., Altcorp Trading LLC, GBT Technologies, S.A., a Costa Rica company and Pablo Gonzalez dated June 17, 2019 (21)

Consulting Agreement entered into between Gopher Protocol Inc.

and Glen Eagles Acquisition LP (22)

Agreement between Mobiquity Technologies, Inc.

Letter Agreement between Mobiquity Technologies, Inc.

and GBT Technologies Inc.

executed August

2, 2019 Delivered August 6, 2019 (69)

Purchase Agreement between Mobiquity Technologies, Inc.

executed August 2, 2019 Delivered August 6, 2019 (39)

Stock Purchase Agreement between Mobiquity Technologies, Inc.

and GBT Technologies Inc.

September 10, 2019 (71)

Purchase Agreement between Marital Trust GST Subject U/W/O Leopold Salkind and GBT Technologies

Dated September 10, 2019 (25)

Purchase Agreement between Dr.

Gene Salkind and GBT Technologies Inc.

dated September

10, 2019 (71)

Purchase Agreement between Deepanker Katyal and GBT Technologies Inc.

Stock Purchase Agreement between Marital Trust GST Subject U/W/O Leopold Salkind and GBT Technologies Inc.

dated September 10, 2019 (25)

10, 2019 (71)

Venture Agreement by and between GBT Technologies Inc.

and BitSpeed LLC dated October 10, 2019 (73)

Agreement by and between Douglas L.

Davis and GBT BitSpeed Corp.

dated October 10, 2019 (73)

Agreement between GBT Technologies Inc.

Letter Agreement between GBT Technologies Inc.

and Stanley Hills LLC dated February 26, 2020 (27)

to Promissory Note between GBT Technologies Inc.

Amendment to Promissory Note between GBT Technologies Inc.

and Iliad Research and Trading, L.P.

dated February 27, 2020 (27)

dated February 27, 2020 issued by the United States District Court District of Nevada (74)

Venture and Territorial License Agreement by and between GBT Technologies Inc.

Order dated February 27, 2020 issued by the United States District Court District of Nevada (27)

Joint Venture and Territorial License Agreement by and between GBT Technologies Inc.

and Tokenize-It S.A.

dated March 6, 2020 (28)

Agreement by and between Pablo Gonzalez and GBT Tokenize Corp.

Consulting Agreement by and between Pablo Gonzalez and GBT Tokenize Corp.

dated March 6, 2020 (28)

Agreement by and between GBT Tokenize Corp.

Pledge Agreement by and between GBT Tokenize Corp.

and Tokenize-It S.A., dated March 6, 2020 (28)

Purchase Agreement dated August 4, 2020 between GBT Technologies Inc.

Securities Purchase Agreement dated August 4, 2020 between GBT Technologies Inc.

and Redstart Holdings Corp.

Swift, CPA, P.A.

from Anton & Chia, LLP (48)

of Subsidiaries (70)

Certification

of Chief Executive Officer and Chief Financial Officer pursuant to Rule 13a-14(a) or Rule 15d-14(a) as adopted pursuant to

Section 302 of the Sarbanes-Oxley Act of 2002.

Certification

of Chief Executive Officer and Chief Financial Officer pursuant to 18 U.S.C.

Section 1350, as adopted pursuant to Section

906 of the Sarbanes-Oxley Act of 2002

by reference to the Form 8-K Current Report filed with the Securities and Exchange Commission on April 20, 2010

by reference to the Form 8-K Current Report filed with the Securities and Exchange Commission on April 28, 2010

by reference to the Form 8-K Current Report filed with the Securities and Exchange Commission on July 13, 2010

by reference to the Form 8-K Current Report filed with the Securities and Exchange Commission on August 3, 2010

by reference to the Form 8-K Current Report filed with the Securities and Exchange Commission on August 9, 2010

by reference to the Form S-1 Registration Statement filed with the SEC on September 9, 2009.

by reference to the Form S-1 Registration Statement filed with the SEC on November 2, 2009.

by reference to the Form S-1 Registration Statement filed with the SEC on January 29, 2010.

by reference to the Form 8-K Current Report filed with the Securities and Exchange Commission on December 22, 2010

by reference to the Form 8-K Current Report filed with the Securities and Exchange Commission on November 17, 2010

by reference to the Form 8-K Current Report filed with the Securities and Exchange Commission on January 3, 2011

by reference to the Form 8-K Current Report filed with the Securities and Exchange Commission on February 2, 2011

by reference to the Form 8-K Current Report filed with the Securities and Exchange Commission on March 9, 2011

by reference to the Form 10-K Annual Report filed with the Securities and Exchange Commission on April 6, 2011

by reference to the Form 10-Q Quarterly Report filed with the Securities and Exchange Commission on May 20, 2011

by reference to the Form 8-K Current Report filed with the Securities and Exchange Commission on June 29, 2011

by reference to the Form 8-K Current Report filed with the Securities and Exchange Commission on November 9, 2011

by reference to the Form 8-K Current Report filed with the Securities and Exchange Commission on December 12, 2011

by reference to the Form 8-K Current Report filed with the Securities and Exchange Commission on December 16, 2011

by referenced to the Form 10-K Annual Report filed with the Securities and Exchange Commission on April 13, 2012

by reference to the Form 10-Q Quarterly Report filed with the Securities and Exchange Commission on May 14, 2012

by reference to the Form 8-K Current Report filed with the Securities and Exchange Commission on September 27, 2012.

by reference to the Form 8-K Current Report filed with the Securities and Exchange Commission on January 9, 2013.

by reference to the Form 10-K Annual Report filed with the Securities and Exchange Commission on April 15, 2013.

by reference to the Form 10-Q Quarterly Report filed with the Securities and Exchange Commission on November 20, 2012.

by reference to the Form 8-K Current Report filed with the Securities and Exchange Commission on August 1, 2013.

by reference to the Form 8-K Current Report filed with the Securities and Exchange Commission on September 4, 2013.

by reference to the Form 8-K Current Report filed with the Securities and Exchange Commission on January 3, 2014.

by reference to the Form 8-K Current Report filed with the Securities and Exchange Commission on November 20, 2014

by reference to the Form 8-K Current Report filed with the Securities and Exchange Commission on January 27, 2015

by reference to the Form 8-K Current Report filed with the Securities and Exchange Commission on February 18, 2015

by reference to the Form 8-K Current Report filed with the Securities and Exchange Commission on March 12, 2015

by reference to the Form 8-K Current Report filed with the Securities and Exchange Commission on April 24, 2015

by reference to the Form 8-K Current Report filed with the Securities and Exchange Commission on May 1, 2015

by reference to the Form 8-K Current Report filed with the Securities and Exchange Commission on June 16, 2015

by reference to the Form 8-K Current Report filed with the Securities and Exchange Commission on August 21, 2015

by reference to the Form 8-K Current Report filed with the Securities and Exchange Commission on August 28, 2015

by reference to the Form 8-K Current Report filed with the Securities and Exchange Commission on April 20, 2016

by reference to the Form 8-K Current Report filed with the Securities and Exchange Commission on June 13, 2016

by reference to the Form 8-K Current Report filed with the Securities and Exchange Commission on May 26, 2017

by reference to the Form 8-K Current Report filed with the Securities and Exchange Commission on June 13, 2017

by reference to the Form 8-K Current Report filed with the Securities and Exchange Commission on September 30, 2017

by reference to the Form 8-K Current Report filed with the Securities and Exchange Commission on July 7, 2017

by reference to the Form 8-K Current Report filed with the Securities and Exchange Commission on September 7, 2017

by reference to the Form 8-K Current Report filed with the Securities and Exchange Commission on September 22, 2017

by reference to the Form 8-K Current Report filed with the Securities and Exchange Commission on October 10, 2017

by reference to the Form 8-K Current Report filed with the Securities and Exchange Commission on October 27, 2017

by reference to the Form 8-K Current Report filed with the Securities and Exchange Commission on October 30, 2017

by reference to the Form 8-K Current Report filed with the Securities and Exchange Commission on January 2, 2018

by reference to the Form 8-K Current Report filed with the Securities and Exchange Commission on January 3, 2018

by reference to the Form 8-K Current Report filed with the Securities and Exchange Commission on March 6, 2018

by reference to the Form 8-K Current Report filed with the Securities and Exchange Commission on March 21, 2018

by reference to the Form 8-K Current Report filed with the Securities and Exchange Commission on April 13, 2018

by reference to the Form 8-K Current Report filed with the Securities and Exchange Commission on April 18, 2018

by reference to the Form 8-K Current Report filed with the Securities and Exchange Commission on April 26, 2018.

by reference to the Form 8-K Current Report filed with the Securities and Exchange Commission on May 8, 2018.

by reference to the Form 8-K Current Report filed with the Securities and Exchange Commission on May 22, 2018.

by reference to the Form 8-K Current Report filed with the Securities and Exchange Commission on June 22, 2018.

by reference to the Form 8-K Current Report filed with the Securities and Exchange Commission on July 24, 2018.

by reference to the Form 8-K Current Report filed with the Securities and Exchange Commission on July 31, 2018.

by reference to the Form 8-K Current Report filed with the Securities and Exchange Commission on September 9, 2018.

by reference to the Form 8-K Current Report filed with the Securities and Exchange Commission on September 18, 2018.

by reference to the Form 10-Q Quarterly Report filed with the Securities and Exchange Commission on November 13, 2018.

by reference to the Form 10-Q Quarterly Report filed with the Securities and Exchange Commission on June 19, 2019.

by reference to the Form 10-Q Quarterly Report filed with the Securities and Exchange Commission on July 12, 2019.

by reference to the Form 10-Q Quarterly Report filed with the Securities and Exchange Commission on July 15, 2019.

by reference to the Form 10-Q Quarterly Report filed with the Securities and Exchange Commission on August 5, 2019.

by reference to the Form 10-Q Quarterly Report filed with the Securities and Exchange Commission on August 7, 2019.

by reference to the Form 10-Q Quarterly Report filed with the Securities and Exchange Commission on May 15, 2019.

by reference to the Form 8-K Current Report filed with the Securities and Exchange Commission on September 16, 2019.

by reference to the Form 8-K Current Report filed with the Securities and Exchange Commission on September 25, 2019.

by reference to the Form 8-K Current Report filed with the Securities and Exchange Commission on October 16, 2019.

by reference to the Form 8-K Current Report filed with the Securities and Exchange Commission on March 2, 2020.

by reference to the Form 8-K Current Report filed with the Securities and Exchange Commission on March 11, 2020.

by reference to the Form 8-K Current Report filed with the Securities and Exchange Commission on July 24, 2020.

by reference to the Form 8-K Current Report filed with the Securities and Exchange Commission on August 10, 2020.

Securities Purchase Agreement dated November 8, 2021 between GBT Technologies Inc.

and Sixth Street Lending LLC (36)

Equity Financing Agreement between GBT Technologies Inc.

and GHS Investments LLC dated December 17, 2021 (37)

Registration Rights Agreement between GBT Technologies Inc.

and GHS Investments LLC dated December 17, 2021 (37)

Resolution of Purchase, Mutual Release and Settlement Agreement by and among GBT Technologies Inc.

and Parties Listed Therein December 22, 2021(38)

Finders Fee Agreement between JH Darbie & Co.

and GBT Technologies Inc.

dated October 14, 2021 (39)

Certification of Chief Executive Officer (Principal Executive and Financial Officer) pursuant to Rule 13a-14(a) or Rule 15d-14(a) as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

Certification of Chief Executive Officer (Principal Executive and Financial Officer) pursuant to 18 U.S.C.

Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

Incorporated by reference to the Form S-1 Registration Statement filed with the SEC on September 9, 2009.

Incorporated by reference to the Form 10-K Annual Report filed with the Securities and Exchange Commission on April 6, 2011

Incorporated by reference to the Form 10-Q Quarterly Report filed with the Securities and Exchange Commission on May 14, 2012

Incorporated by reference to the Form 8-K Current Report filed with the Securities and Exchange Commission on September 27, 2012.

Incorporated by reference to the Form 10-Q Quarterly Report filed with the Securities and Exchange Commission on November 20, 2012.

Incorporated by reference to the Form 8-K Current Report filed with the Securities and Exchange Commission on February 18, 2015

Incorporated by reference to the Form 8-K Current Report filed with the Securities and Exchange Commission on March 12, 2015

Incorporated by reference to the Form 8-K Current Report filed with the Securities and Exchange Commission on May 1, 2015

Incorporated by reference to the Form 8-K Current Report filed with the Securities and Exchange Commission on June 16, 2015

Incorporated by reference to the Form 8-K Current Report filed with the Securities and Exchange Commission on August 21, 2015

Incorporated by reference to the Form 8-K Current Report filed with the Securities and Exchange Commission on April 20, 2016

Incorporated by reference to the Form 8-K Current Report filed with the Securities and Exchange Commission on September 30, 2017

Incorporated by reference to the Form 8-K Current Report filed with the Securities and Exchange Commission on September 7, 2017

Incorporated by reference to the Form 8-K Current Report filed with the Securities and Exchange Commission on January 3, 2018

Incorporated by reference to the Form 8-K Current Report filed with the Securities and Exchange Commission on March 21, 2018

Incorporated by reference to the Form 8-K Current Report filed with the Securities and Exchange Commission on April 18, 2018

Incorporated by reference to the Form 8-K Current Report filed with the Securities and Exchange Commission on April 26, 2018.

Incorporated by reference to the Form 8-K Current Report filed with the Securities and Exchange Commission on September 9, 2018.

Incorporated by reference to the Form 8-K Current Report filed with the Securities and Exchange Commission on September 18, 2018.

Incorporated by reference to the Form 10-Q Quarterly Report filed with the Securities and Exchange Commission on June 19, 2019.

Incorporated by reference to the Form 10-Q Quarterly Report filed with the Securities and Exchange Commission on July 12, 2019.

Incorporated by reference to the Form 10-Q Quarterly Report filed with the Securities and Exchange Commission on July 15, 2019.

Incorporated by reference to the Form 10-Q Quarterly Report filed with the Securities and Exchange Commission on August 5, 2019.

Incorporated by reference to the Form 10-Q Quarterly Report filed with the Securities and Exchange Commission on August 7, 2019.

Incorporated by reference to the Form 8-K Current Report filed with the Securities and Exchange Commission on September 16, 2019.

Incorporated by reference to the Form 8-K Current Report filed with the Securities and Exchange Commission on September 25, 2019.

Incorporated by reference to the Form 8-K Current Report filed with the Securities and Exchange Commission on March 2, 2020.

Incorporated by reference to the Form 8-K Current Report filed with the Securities and Exchange Commission on March 11, 2020.

Incorporated by reference to the Form 8-K Current Report filed with the Securities and Exchange Commission on July 24, 2020.

Incorporated by reference to the Form 8-K Current Report filed with the Securities and Exchange Commission on August 10, 2020.

Incorporated by reference to the Form 8-K Current Report filed with the Securities and Exchange Commission on May 21, 2021.

Incorporated by reference to the Form 8-K Current Report filed with the Securities and Exchange Commission on June 1, 2021.

Incorporated by reference to the Form 8-K Current Report filed with the Securities and Exchange Commission on August 23, 2021.

Incorporated by reference to the Form 8-K Current Report filed with the Securities and Exchange Commission on September 29, 2021.

Incorporated by reference to the Form 8-K Current Report filed with the Securities and Exchange Commission on October 6, 2021.

Incorporated by reference to the Form 8-K Current Report filed with the Securities and Exchange Commission on November 11, 2021

Incorporated by reference to the Form 8-K Current Report filed with the Securities and Exchange Commission on December 20, 2021

Incorporated by reference to the Form 8-K Current Report filed with the Securities and Exchange Commission on December 28, 2021

Incorporated by reference to the Form S-1 Registration Statement filed with the Securities and Exchange Commission on January 12, 2022

Form 10-K Summary.

to the requirements of Section 13 or 15(d) of the Securities and Exchange Act of 1934, the registrant has duly caused this report

to be signed on its behalf by the undersigned hereunto duly authorized.

TECHNOLOGIES INC.

Pursuant to the requirements of Section 13 or 15(d)

of the Securities and Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto

duly authorized.

GBT TECHNOLOGIES INC.

March 25, 2022

/s/ Mansour Khatib

Mansour Khatib

Executive and Financial Officer

(Principal Executive Officer)

accordance with the Exchange Act, this report has been signed below by the following persons on May 28, 2020, on behalf of the

registrant and in the capacities indicated.

Chief Executive and Financial Officer

(Principal Executive, Financial and Accounting Officer)

In accordance with the Exchange Act, this report has

been signed below by the following persons on May 28, 2020, on behalf of the registrant and in the capacities indicated.

/s/ Mansour Khatib

Chief Executive & financial Officer & Director

Mansour Khatib

Executive & financial Officer & Director

Executive Officer)

(Principal Executive, Financial and Accounting Officer)

Danny Rittman

Technology Officer and Director

Chief Technology Officer and Director

Danny Rittman

/s/ Michael Murray

President and Director

Michael Murray

TECHNOLOGIES INC.

GBT TECHNOLOGIES INC.

Consolidated Financial Statements

Financial Statements:

Report of Independent Registered Public Accounting Firm

Report of Independent Registered Public Accounting Firm (PCAOB

Consolidated Balance Sheets as of December 31, 2021 and 2020

5 unchanged sentences

REGISTERED PUBLIC ACCOUNTING FIRM

To the shareholders

and the board of directors of GBT Technologies, Inc.

Opinion on the Financial

We have audited the

accompanying consolidated balance sheets of GBT Technologies, Inc.

the "Company") as of December 31, 2020 and 2019, the related

statement of operations, stockholders' equity (deficit), and cash flows for the years then ended, and the related notes (collectively

referred to as the "financial statements").

In our opinion, the financial statements present fairly, in all material respects,

the financial position of the Company as of December 31, 2020 and 2019, and the results of its operations and its cash flows for the

years then ended, in conformity with accounting principles generally accepted in the United States.

Basis for Opinion

These financial statements

are the responsibility of the Company's management.

Our responsibility is to express an opinion on the Company's financial statements

based on our audit.

We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) ("PCAOB")

and are required to be independent with respect to the Company in accordance with the U.S.

federal securities laws and the applicable

rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audit

in accordance with the standards of the PCAOB.

Those standards require that we plan and perform the audit to obtain reasonable assurance

about whether the financial statements are free of material misstatement, whether due to error or fraud.

Our audit included

performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing

procedures that respond to those risks.

Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures

in the financial statements.

Our audit also included evaluating the accounting principles used and significant estimates made by management,

as well as evaluating the overall presentation of the financial statements.

We believe that our audit provides a reasonable basis for

Substantial Doubt

about the Company’s Ability to Continue as a Going Concern

The accompanying financial

statements have been prepared assuming that the Company will continue as a going concern.

As discussed in Note 2 to the financial statements,

the Company’s significant operating losses raise substantial doubt about its ability to continue as a going concern.

The financial

statements do not include any adjustments that might result from the outcome of this uncertainty.

/s/ BF Borgers CPA

the shareholders and the board of directors of GBT Technologies, Inc.

on the Financial Statements

have audited the accompanying consolidated balance sheets of GBT Technologies, Inc.

the "Company") as of December 31, 2021

and 2020, the related statement of operations, stockholders' equity (deficit), and cash flows for the years then ended, and the related

notes (collectively referred to as the "financial statements").

In our opinion, the financial statements present fairly, in

all material respects, the financial position of the Company as of December 31, 2021 and 2020, and the results of its operations and

its cash flows for the years then ended, in conformity with accounting principles generally accepted in the United States.

Doubt about the Company’s Ability to Continue as a Going Concern

accompanying financial statements have been prepared assuming that the Company will continue as a going concern.

As discussed in Note

2 to the financial statements, the Company’s significant operating losses raise substantial doubt about its ability to continue

as a going concern.

The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

financial statements are the responsibility of the Company's management.

Our responsibility is to express an opinion on the Company's

financial statements based on our audit.

We are a public accounting firm registered with the Public Company Accounting Oversight Board

(United States) ("PCAOB") and are required to be independent with respect to the Company in accordance with the U.S.

securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

conducted our audit in accordance with the standards of the PCAOB.

Those standards require that we plan and perform the audit to obtain

reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud.

audit included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or

fraud, and performing procedures that respond to those risks.

Such procedures included examining, on a test basis, evidence regarding

the amounts and disclosures in the financial statements.

Our audit also included evaluating the accounting principles used and significant

estimates made by management, as well as evaluating the overall presentation of the financial statements.

We believe that our audit provides

a reasonable basis for our opinion.

critical audit matter communicated below is a matter arising from the current-period audit of the financial statements that was communicated

or required to be communicated to the audit committee and that (1) relates to accounts or disclosures that are material to the financial

statements and (2) involved our especially challenging, subjective, or complex judgments.

The communication of critical audit matters

does not alter in any way our opinion on the financial statements, taken as a whole, and we are not, by communicating the critical audit

matter below, providing a separate opinion on the critical audit matter or on the accounts or disclosures to which it relates.

of litigation and claims accruals

disclosed in Note 16 to the consolidated financial statements, the Company is involved in various legal proceedings.

The Company assesses

the need to make a provision or to disclose a contingent liability on a case-by-case basis considering the underlying facts of each litigation.

The eventual outcome of the litigations is uncertain and estimation at the balance sheet date involves extensive judgement of management

including input from legal counsel due to the complexity of each litigation.

outcomes could significantly impact the Company’s reported operations and balance sheet position.

Considering the judgement involved

in determining the need to make a provision or disclose litigation, the matter is considered a Critical Audit Matter.

audit procedures included, among others, obtaining a list of litigation Company’s management and legal counsel, identifying material

litigations from the aforementioned list and performing inquiries with the said counsel, obtaining and reading the underlying documents

to assess the assumptions used by management in arriving at the conclusions;

circulating, obtaining, and reading legal confirmations

from the Company’s external legal counsels in respect of material litigations and considered that in our assessment;

and verifying

the disclosures related to provisions and contingent liabilities in the financial statements to assess consistency with underlying documents.

recognition in relation to fraud

described in Note 2 to the consolidated financial statements, management applies FASB Topic 606, Revenue from Contacts with Customers

(“ASC 606”) to recognize revenue.

Management recognizes revenue in a manner that reasonably reflects the delivery of its

services to customers in return for expected consideration.

The Company’s revenue, inclusive of related party revenue, is IT services

revenue recorded on a monthly basis as services are provided.

principal considerations for our determination that performing procedures over the full completion of revenue contracts and subsequent

payment collections is a critical audit matter.

This in turn led to significant effort in performing our audit procedures which were

designed to evaluate whether the contractual terms, the timing of revenue recognition and the subsequent collections were appropriately

identified and accounted for by management under ASC 606.

audit procedures included, among others, understanding of controls relating to management’s revenue recognition process, examining

transaction related documents, confirming revenues and outstanding receivables at the balance sheet date with a sample of the customers,

and testing collections subsequent to the balance sheet date.

BF Borgers CPA PC

Served as Auditor since

March 31, 2021

TECHNOLOGIES INC.

BALANCE SHEETS

Borgers CPA PC

as Auditor since 2017

GBT TECHNOLOGIES INC.

CONSOLIDATED BALANCE SHEETS

held in trust

equity security

current assets

Cash held in trust

Marketable equity security

Assets of discontinued operations

Total current assets

Convertible note receivable

LIABILITIES AND STOCKHOLDERS’

AND STOCKHOLDERS’ DEFICIT

payable and accrued expenses (including related parties of $ 2,302,928 and $ 410,833 )

notes payable, current, net of discount of $ 190,464 and $ 362,004

notes payable, related party, net of discount of $ 0 and $ 0

payable, current, net of discount of $ 0 and $ 47,671

payable, current, related party

current liabilities

Accounts payable and accrued expenses (including related parties of $410,833 and $334,000)

Accrued settlement

Convertible notes payable, net of discount of $362,004 and $0

Note payable, net of discount of $0 and $47,671

Derivative liability

Liabilities of discontinued operations

Total current liabilities

Convertible notes payable

Total liabilities

note payable, noncurrent, net of discount of $ 88,403 and $ 0

payable, noncurrent

Contingencies

Stockholders’

Series B Preferred stock, $0.00001 par value;

Stockholders’

B Preferred stock, $ 0.00001 par value;

20,000,000 shares authorized;

45,000 and 45,000 shares issued and outstanding at December 31, 2020 and 2019

Series C Preferred stock, $0.00001 par value;

and 45,000 shares issued and outstanding at December 31, 2021 and December 31, 2020

C Preferred stock, $ 0.00001 par value;

10,000 shares authorized;

700 and 700 shares issued and outstanding at December 31, 2020 and 2019

Series D Preferred stock, $0.00001 par value;

and 700 shares issued and outstanding at December 31, 2021 and December 31, 2020

D Preferred stock, $ 0.00001 par value;

100,000 shares authorized;

0 and 0 shares issued and outstanding at December 31, 2020 and 2019

Series G Preferred stock, $0.00001 par value;

and 0 shares issued and outstanding at December 31, 2021 and December 31, 2020

G Preferred stock, $ 0.00001 par value;

2,000,000 shares authorized;

0 and 0 shares issued and outstanding at December 31, 2020 and 2019

Series H Preferred stock, $0.00001 par value ($500.00 stated value);

and 0 shares issued and outstanding at December 31, 2021 and December 31, 2020

H Preferred stock, $ 0.00001 par value ($500.00 stated value);

40,000 shares authorized;

20,000 and 20,000 shares issued and outstanding at December 31, 2020 and 2019

Common stock, $0.00001 par value;

and 20,000 shares issued and outstanding at December 31, 2021 and December 31, 2020

stock, $ 0.00001 par value;

2,000,000,000 shares authorized;

256,674,458 and 16,536,351 shares issued and outstanding at December 31, 2020 and 2019

Treasury stock, at cost;

1,040 shares at December 31, 2020 and 2019

Stock loan receivable

Additional paid in capital

Accumulated deficit

Total stockholders’

Total liabilities and stockholders’

accompanying footnotes are an integral part of these consolidated financial statements.

TECHNOLOGIES INC.

STATEMENTS OF OPERATIONS

Years Ended December 31,

Sales - related party

and 5,133,489 shares issued and outstanding at December 31, 2021 and December 31, 2020

stock, at cost;

21 shares at December 31, 2021 and December 31, 2020

loan receivable

( 7,610,147 )

paid in capital

( 304,581,773 )

( 270,651,339 )

stockholders’ deficit

( 28,761,981 )

( 27,858,303 )

liabilities and stockholders’ deficit

The accompanying footnotes are an integral

part of these consolidated financial statements.

GBT TECHNOLOGIES INC.

CONSOLIDATED STATEMENT OF OPERATIONS

For the Years Ended December 31,

Consulting Income - related party

Operating expenses:

1 unchanged sentence

Marketing expenses

Acquisition costs

Professional expenses

Impairment of assets

1 unchanged sentence

Loss from operations

( 18,475,514 )

( 7,772,836 )

Other income (expense):

Amortization of debt discount

( 4,197,550 )

Change in fair value of derivative liability

( 1,339,117 )

( 1,533,610 )

Interest expense and financing costs

Unrealized loss on marketable equity security

Realized loss on disposal of marketable equity security

( 2,022,584 )

( 2,949,849 )

Unrealized gain (loss) on marketable equity security

Realized gain (loss) on disposal of marketable equity security

Loss on exchange of assets

Equity income in investment

Gain on settlement of debt

( 1,430,000 )

Loss on debt modification

( 13,777,480 )

Total other income (expense)

( 15,454,919 )

( 11,206,839 )

Loss before income taxes

( 33,930,433 )

( 18,979,675 )

Income tax expense

Loss from continuing operations

( 33,930,433 )

( 18,979,675 )

Discontinued operations:

1 unchanged sentence

Gain on disposition of discontinued operations

Loss from discontinued operations, net

$ ( 33,930,433 )

$ ( 17,994,888 )

Weighted average common shares outstanding:

3 unchanged sentences

Discontinued operations

accompanying footnotes are an integral part of these consolidated financial statements.

TECHNOLOGIES INC.

STATEMENT OF STOCKHOLDERS DEFICIT

B Convertible

C Convertible

D Convertible

G Convertible

H Convertible

Net loss per share

The accompanying footnotes are an integral part of the consolidated financial statements.

GBT TECHNOLOGIES INC.

CONSOLIDATED STATEMENT OF STOCKHOLDERS’

Stockholders’

December 31, 2018

Treasury Stock

Balance, December 31, 2019

( 7,610,147 )

stock issued for services

stock issued for conversion of convertible debt and accrued interest

stock issued for stock loan

stock issued for penalty

stock issued for joint venture

stock issued for cashless exercise of warrants

of shares for exchange of Mobiquity shares

H preferred stock issued for acquisition

options issued for services

value of beneficial conversion feature of converted/debt repaid

fair value of warrants issued with convertible debt

value of warrants issued

of shares due to stock split

( 252,656,451 )

( 18,712,886 )

December 31, 2019

Common stock issued for conversion of convertible debt

Common stock issued for joint venture

Fair value of beneficial conversion feature of converted

( 17,994,888 )

stock issued for conversion of convertible debt

stock issued for joint venture

value of beneficial conversion feature of converted

Balance, December 31, 2020

$ ( 643,059 )

$ ( 7,610,147 )

December 31, 2020

$ 251,046,191

1 unchanged sentence

$ ( 27,858,303 )

Common stock issued for conversion of convertible debt and accrued interest

Common stock issued for services

Common stock issued for joint venture

Fair value of beneficial conversion feature of converted

( 33,930,433 )

accompanying footnotes are an integral part of these consolidated financial statements.

TECHNOLOGIES INC.

STATEMENTS OF CASH FLOWS

Years Ended December 31,

Cash Flows From Operating Activities:

( 33,930,433 )

Balance, December 31, 2021

$ ( 643,059 )

Adjustments to reconcile net loss to net cash

used in operating activities:

$ ( 7,610,147 )

$ 284,072,666

$ ( 304,581,773 )

$ ( 28,761,981 )

The accompanying footnotes are an integral

part of these consolidated financial statements.

GBT TECHNOLOGIES INC.

CONSOLIDATED STATEMENT OF CASH FLOWS

For the Years Ended December 31,

Cash Flows From Operating Activities:

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

Depreciation of property and equipment

Amortization of intangible assets

Amortization of debt discount

Change in fair value of derivative liability

Financing cost

Excess of debt discount and financing costs

Shares issued for services

Shares issued for penalty

Convertible note issued for penalty

Warrants issued for services

Fair value of warrants issued in accordance with anti-dilution

Loss on modification of debt

Impairment of assets

Unrealized (gain) loss on market equity security

Realized gain on disposal of market equity

gain on disposal of market equity security

Loss on exchange of assets

Equity income in investment

Gain on disposition of discontinued operations

Convertible note receivable exchanged for services

Gain on settlement of debt

Payment of other income with marketable securities

Changes in operating assets and liabilities:

Accounts receivable

Other receivable

Cash held in trust

Prepaid expenses

Accounts payable and accrued expenses

Unearned revenue

Accrued settlement

Due to Guardian, LLC

Accounts payable and accrued expenses

Net cash used in operating activities

1 unchanged sentence

Purchase of property and equipment

Cash paid for investment

Cash of discontinued operations

Cash from the sale of marketable equity security

Net cash used in investing activities

1 unchanged sentence

Issuance of convertible notes

Repayment of convertible notes

Issuance of notes payable

Payments on notes payable

Net cash provided by financing activities

Net increase (decrease) in cash

Net increase in cash

Cash, beginning of period

2 unchanged sentences

Supplemental non-cash investing and financing activities

Debt discount

Transfer of derivative liability to equity

Convertible notes issued for notes payable and accrued interest

Common stock issued for convertible notes and accrued interest

accompanying footnotes are an integral part of these consolidated financial statements.

GBT TECHNOLOGIES

TO CONSOLIDATED FINANCIAL STATEMENTS

the Years Ended December 31, 2020 and 2019

Organization and Basis of Presentation

and Line of Business

Technologies Inc.

(formerly Gopher Protocol Inc.) (the Company, GBT, or GTCH) was incorporated

on July 22, 2009 under the laws of the State of Nevada.

The Company is targeting growing markets such as 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.

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

Debt discount related to convertible debt

Reduction in derivative liability due to conversion

Shares issued for conversion of convertible debt

Transfer of marketable equity security to repay convertible note

Transfer of accounts payable to convertible note

Transfer of accrued interest to convertible note

The accompanying footnotes are an integral part of the consolidated financial statements.

GBT TECHNOLOGIES INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

For the Years Ended December 31, 2021 and 2020

Note 1 - Organization and Basis of Presentation

Organization and Line of Business

GBT Technologies Inc.

(formerly Gopher

Protocol Inc.) (the “Company”, “GBT”, or “GTCH”) was incorporated on July 22, 2009 under the laws

of the State of Nevada.

The Company is targeting growing markets such as 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.

Effective August 5, 2019,

the Company changed its name from Gopher Protocol Inc.

to GBT Technologies Inc.

derived revenues from (i) the provision of IT services;

The Company derived revenues from (i) the provision

of IT consulting services;

and (ii) from the licensing of its technology.

of Presentation

accompanying consolidated financial statements were prepared in conformity with accounting principles generally accepted in the

United States of America (U.S.

August 5, 2019, the Company effectuated a 1 for 100 reverse stock split.

Basis of Presentation

The accompanying consolidated financial

statements were prepared in conformity with accounting principles generally accepted in the United States of America (“U.S.

On October 26, 2021,

the Company effectuated a 1 for 50 reverse stock split.

The share and per share information has been retroactively

restated to reflect this reverse stock split.

The accompanying consolidated financial statements

have been prepared assuming that the Company will continue as a going concern.

The Company has an accumulated deficit

of $270,651,339 and has a working capital deficit of $27,710,040 as of December 31, 2020, which raises substantial doubt about its ability

to continue as a going concern.

Companys ability to continue as a going concern is dependent upon its ability to generate profitable operations in the future

and/or obtain the necessary financing to meet its obligations and repay its liabilities arising from normal business operations

when they come due.

Management has plans to seek additional capital through some private placement offerings of debt and equity

These plans, if successful, will mitigate the factors which raise substantial doubt about the Companys ability

to continue as a going concern.

These consolidated financial statements do not include any adjustments relating to the recoverability

and classification of recorded asset amounts, or amounts and classification of liabilities that might result from this uncertainty.

Summary of Significant Accounting Policies

preparation of consolidated financial statements in conformity with U.S.

GAAP requires management to make estimates and assumptions

that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of

the consolidated financial statements and the reported amounts of revenues and expenses during the reporting period.

regularly evaluates estimates and assumptions.

The Company bases its estimates and assumptions on current facts, historical experience

and various other factors that it believes to be reasonable under the circumstances, the results of which form the basis for making

judgments about the carrying values of assets and liabilities and the accrual of costs and expenses that are not readily apparent

from other sources.

The actual results experienced by the Company may differ materially and adversely from the Companys

To the extent there are material differences between the estimates and the actual results, future results of operations

will be affected.

Significant estimates in the accompanying financial statements include valuation of derivatives and valuation

allowance on deferred tax assets.

GBT TECHNOLOGIES

TO CONSOLIDATED FINANCIAL STATEMENTS

the Years Ended December 31, 2020 and 2019

of Consolidation

accompanying consolidated financial statements include the accounts of the Company and its subsidiaries;

the Companys 50%

owned subsidiaries GBT BitSpeed Corp.

and GBT Tokenize Corp;

the Companys 50% owned subsidiary, Gopher Protocol Costa Rica

Sociedad De Responsabilidad Limitada (currently inactive), a wholly owned AltCorp Trading LLC, a Costa Rica company (AltCorp)

and Greenwich International Holdings, a Costa Rica corporation (Greenwich).

All significant intercompany transactions

and balances have been eliminated.

the purpose of the statement of cash flows, cash equivalents include time deposits, certificate of deposits, and all highly-liquid

debt instruments with original maturities of three months or less.

As of December 31, 2020, and 2019, the Company did not have

any cash equivalents.

Held in Trust

held in trust consists of proceeds from the sale of investments.

The proceeds less the payment of certain expenses are being held

in AltCorps (the Companys wholly owned subsidiary) attorney trust account.

Company applies the provisions of Financial Accounting Standards Board (FASB) Accounting Standards Codification

(ASC) Topic 360, Property, Plant, and Equipment , which addresses financial accounting and reporting for the

impairment or disposal of long-lived assets.

ASC 360 requires impairment losses to be recorded on long-lived assets used in operations

when indicators of impairment are present and the undiscounted cash flows estimated to be generated by those assets are less than

the assets carrying amounts.

In that event, a loss is recognized based on the amount by which the carrying amount exceeds

the fair value of the long-lived assets.

Loss on long-lived assets to be disposed of is determined in a similar manner, except

that fair values are reduced for the cost of disposal.

Based on its review at December 31, 2020 and 2019, the Company believes

there was no impairment of its long-lived assets.

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.

Note receivable consists of a promissory note received

in connection with the sale of Ugopherservices (see Notes 3, 4 and 17).

The note is due on December 31, 2021 and accrues interest at 6%

At December 31, 2020, the Company determined that this note receivable was not collectible and took an impairment charge of

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.

During the year ended December 31, 2019, the convertible notes with

embedded conversion features were settled;

therefore, there was no derivative liability at December 31, 2019.

GBT TECHNOLOGIES

TO CONSOLIDATED FINANCIAL STATEMENTS

the Years Ended December 31, 2020 and 2019

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.

December 31, 2020 and 2019, the Company identified the following liabilities that are required to be presented on the balance

sheet at fair value:

Going Concern

The accompanying consolidated financial

statements have been prepared assuming that the Company will continue as a going concern.

The Company has an

accumulated deficit of $ 304,581,773 and has a working capital deficit of $ 28,388,580 as of December 31, 2021, which raises substantial

doubt about its ability to continue as a going concern.

The Company’s ability to continue as

a going concern is dependent upon its ability to generate profitable operations in the future and/or obtain the necessary financing

to meet its obligations and repay its liabilities arising from normal business operations when they come due.

Management has plans

to seek additional capital through some private placement offerings of debt and equity securities.

These plans, if successful,

will mitigate the factors which raise substantial doubt about the Company’s ability to continue as a going concern.

consolidated financial statements do not include any adjustments relating to the recoverability and classification of recorded

asset amounts, or amounts and classification of liabilities that might result from this uncertainty.

Note 2 – Summary of Significant Accounting Policies

Use of Estimates

The preparation of consolidated financial statements

in conformity with U.S.

GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and

liabilities and disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported

amounts of revenues and expenses during the reporting period.

The Company regularly evaluates estimates and assumptions.

bases its estimates and assumptions on current facts, historical experience and various other factors that it believes to be reasonable

under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities

and the accrual of costs and expenses that are not readily apparent from other sources.

The actual results experienced by the Company

may differ materially and adversely from the Company’s estimates.

To the extent there are material differences between the estimates

and the actual results, future results of operations will be affected.

Significant estimates in the accompanying financial statements

include valuation of derivatives and valuation allowance on deferred tax assets.

GBT TECHNOLOGIES INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

For the Years Ended December 31, 2021 and 2020

Principles of Consolidation

The accompanying consolidated financial

statements include the accounts of the Company and its subsidiaries;

the Company’s 50% owned subsidiaries GBT BitSpeed Corp.

GBT Tokenize Corp;

the Company’s 50% owned subsidiary, Gopher Protocol Costa Rica Sociedad De Responsabilidad Limitada (currently

inactive), a wholly owned subsidiary, AltCorp Trading LLC, a Costa Rica company (“AltCorp”) and Greenwich International

Holdings, a Costa Rica corporation (“Greenwich”).

All significant intercompany transactions and balances have been eliminated.

Cash Equivalents

For the purpose of the statement of

cash flows, cash equivalents include time deposits, certificate of deposits, and all highly-liquid debt instruments with original

maturities of three months or less.

As of December 31, 2021 and 2020, the Company did no t have any cash equivalents.

Cash Held in Trust

Cash held in trust consists of proceeds

from the sale of investments.

The proceeds less the payment of certain expenses are being held in AltCorp’s (the Company’s wholly

owned subsidiary) attorney trust account.

Marketable Equity Securities

The 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.

Note Receivable

Note receivable consists of a promissory

note received in connection with the sale of Ugopherservices (see Note 3).

The note is due on December 31, 2021 and accrues

interest at 6 % per annum.

At December 31, 2020, the Company determined that this note receivable was not collectible and took

an impairment charge of $ 100,000 .

During July 2021, the note holder made a $ 50,000 payment on the note, which is recorded

as other income in the accompanying consolidated statements of operations.

Derivative Financial Instruments

The 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 date.

As of December 31, 2021 and 2020, the Company’s 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 Company’s stock price at the date of conversion.

Fair Value of Financial Instruments

For certain of the Company’s financial instruments,

including cash, accounts payable, accrued liabilities and short-term debt, the carrying amounts approximate their fair values due

to their short maturities.

FASB 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.

The carrying 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 as follows:

GBT TECHNOLOGIES INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

For the Years Ended December 31, 2021 and 2020

1 inputs to the valuation

methodology are quoted

prices for identical assets

or liabilities in active

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

3 inputs to the valuation

methodology us one or

more unobservable inputs

which are significant

to the fair value measurement.

The 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 .

For 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.

The 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 Company’s 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.

At December 31, 2021 and 2020, the Company

identified the following liabilities that are required to be presented on the balance sheet at fair value:

Schedule of Fair Value Measurements

Fair Value Measurements at

2 unchanged sentences

Using Fair Value Hierarchy

Marketable equity security - Surge Holdings, Inc.

Conversion feature on convertible notes

4 unchanged sentences

Marketable equity security - Surge Holdings, Inc.

GBT TECHNOLOGIES

TO CONSOLIDATED FINANCIAL STATEMENTS

the Years Ended December 31, 2020 and 2019

stock is recorded at cost.

The re-issuance of treasury shares is accounted for on a first in, first-out basis and any difference

between the cost of treasury shares and the re-issuance proceeds are charged or credited to additional paid-in capital.

Loan Receivable

January 8, 2019, the Company entered into a Stock Pledge Agreement with Latin American Exchange Latinex Casa de Cambio, S.A.,

a Costa Rica corporation (Latinex), to provide that Latinex may maintain its required regulatory capital as required

by various regulators.

The Company has pledged 200,267 restricted shares of its common stock valued at $7,610,147 (based on the

closing price on the grant date) for a term of three years in consideration of an annual payment of $375,000 paid in quarterly

installments of $93,750.

In lieu of cash payment, Latinex may pay the Company in virtual currency of WISE Network S.A.

at a 50% discount of its offering price of $10 per token.

In the event that Latinexs required capital has decreased below

$5,000,000, Latinex is permitted to sell the pledged shares of common stock only in an amount to ensure that Latinex can satisfy

the required capital levels.

The Company must consent to such sale of the shares of common stock, which may not be unreasonably

Upon expiration of the agreement, the remaining shares of common stock shall be returned to the Company free and clear

of all liens.

The Company has recorded the value 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.

At December 31, 2019, the Company wrote off the accrued

interest income as Latinex did not perform any payment and the Company has no mean to enforce this payment.

Latinex agreed in

principal to return the pledged 200,267 restricted shares to the Company for cancellation.

The 200,267 restricted shares have

not yet been returned to the Company as of December 31, 2020.

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

Conversion feature on convertible notes

Treasury Stock

Treasury stock is recorded at cost.

The re-issuance of treasury shares is accounted for on a first in, first-out basis and any difference between the cost of treasury

shares and the re-issuance proceeds are charged or credited to additional paid-in capital.

GBT TECHNOLOGIES INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

For the Years Ended December 31, 2021 and 2020

Reclassification

Certain prior year amounts have been

reclassified for consistency with the current year presentation.

These reclassifications had no effect on the reported results

of operations.

Revenue Recognition

Revenue is recognized under Topic 606 as

Accounting Standards Update (“ASU”)

2014-09, Revenue from Contracts with Customers (“ Topic 606 ”), became effective for the Company

on January 1, 2018.

The Company’s 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 Company’s 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 from providing IT consulting services are

recognized under Topic 606 in a manner that reasonably reflects the delivery of its services to customers in return

for expected consideration and includes the following elements:

contracts with the Company’s customers that it believes are legally enforceable;

6 unchanged sentences

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.

GBT TECHNOLOGIES

TO CONSOLIDATED FINANCIAL STATEMENTS

the Years Ended December 31, 2020 and 2019

revenue represents the net amount received for the purchase of products that have not seen shipped to the Companys customers.

In 2018, the Company ran pre-sales efforts for its pet tracker product and received prepayments for its product.

during 2018, the Company received $200,000 in connection with an intellectual property license and royalty agreement.

31, 2019, the Company determined that the unearned revenue would not likely result in the recognition of revenue;

therefore, $249,094

of unearned revenue was reclassified to accrued expenses at December 31, 2020 and 2019.

Company accounts for income taxes in accordance with ASC Topic 740, Income Taxes .

ASC 740 requires a company to use the

asset and liability method of accounting for income taxes, whereby deferred tax assets are recognized for deductible temporary

differences, and deferred tax liabilities are recognized for taxable temporary differences.

Temporary differences are the differences

between the reported amounts of assets and liabilities and their tax bases.

Deferred tax assets are reduced by a valuation allowance

when, in the opinion of management, it is more likely than not that some portion, or all of, the deferred tax assets will not

Deferred tax assets and liabilities are adjusted for the effects of changes in tax laws and rates on the date of

ASC 740, a tax position is recognized as a benefit only if it is more likely than not that the tax position would

be sustained in a tax examination, with a tax examination being presumed to occur.

The amount recognized is the largest amount

of tax benefit that is greater than 50% likely of being realized on examination.

For tax positions not meeting the more

likely than not test, no tax benefit is recorded.

The Company has no material uncertain tax positions for any of the reporting

periods presented.

and Diluted Earnings Per Share

per share is calculated in accordance with ASC Topic 260, Earnings Per Share .

Basic earnings per share (EPS)

is based on the weighted average number of common shares outstanding.

These five elements, as applied to each of the Company’s

revenue category, is summarized below:

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

Unearned revenue

Unearned revenue represents the net

amount received for the purchase of products that have not seen shipped to the Company’s customers.

In 2018, the Company ran pre-sales

efforts for its pet tracker product and received prepayments for its product.

In addition, during 2018, the Company received $ 200,000

in connection with an intellectual property license and royalty agreement.

The Company has $ 249,384 and $ 249,675 of unearned revenue

at December 31, 2021 and 2020, respectively.

The Company accounts for income taxes

in accordance with ASC Topic 740, Income Taxes .

ASC 740 requires a company to use the asset and liability method of accounting

for income taxes, whereby deferred tax assets are recognized for deductible temporary differences, and deferred tax liabilities

are recognized for taxable temporary differences.

Temporary differences are the differences between the reported amounts of assets

and liabilities and their tax bases.

Deferred tax assets are reduced by a valuation allowance when, in the opinion of management,

it is more likely than not that some portion, or all of, the deferred tax assets will not be realized.

Deferred tax assets

and liabilities are adjusted for the effects of changes in tax laws and rates on the date of enactment.

Under ASC 740, a tax position is recognized

as a benefit only if it is “more likely than not” that the tax position would be sustained in a tax examination, with

a tax examination being presumed to occur.

The amount recognized is the largest amount of tax benefit that is greater than 50%

likely of being realized on examination.

For tax positions not meeting the “more likely than not” test, no tax benefit

The Company has no material uncertain tax positions for any of the reporting periods presented.

GBT TECHNOLOGIES INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

For the Years Ended December 31, 2021 and 2020

Basic and Diluted Earnings Per Share

Earnings per share is calculated in

accordance with ASC Topic 260, Earnings Per Share .

Basic earnings per share (“EPS”) is based on the weighted average

number of common shares outstanding.

Diluted EPS assumes that all dilutive securities are converted.

Dilution is computed by applying the treasury stock method.

Under this method, options and warrants are assumed to be exercised

at the beginning of the period (or at the time of issuance, if later), and as if funds obtained thereby were used to purchase

common stock at the average market price during the period.

Due to the net loss incurred potentially dilutive instruments would

be anti-dilutive.

Accordingly, diluted loss per share is the same as basic loss for all periods presented.

The following potentially-dilutive

shares were excluded from the shares used to calculate diluted earnings per share as their inclusion would be anti-dilutive.

Dilution is computed by applying

the treasury stock method.

Under this method, options and warrants are assumed to be exercised at the beginning of the period (or

at the time of issuance, if later), and as if funds obtained thereby were used to purchase common stock at the average market price

during the period.

Due to the net loss incurred potentially dilutive instruments would be anti-dilutive.

Accordingly, diluted loss

per share is the same as basic loss for all periods presented.

The following potentially-dilutive shares were excluded from the

shares used to calculate diluted earnings per share as their inclusion would be anti-dilutive.

Schedule of Anti dilutive Securities Excluded from Computation of Earnings Per Share

Series B preferred stock

2 unchanged sentences

Convertible notes

Evaluation of Subsequent Events

Company evaluates events that have occurred after the balance sheet date of December 31, 2020, through the date which the consolidated

Management’s Evaluation of Subsequent

evaluates events that have occurred after the balance sheet date of December 31, 2021, through the date which the consolidated

financial statements are issued.

Based upon the review, other than described in Note 17 –

Subsequent Events, the Company

Based upon the review, other than described in Note 16 – Subsequent Events, the Company

did not identify any recognized or non-recognized subsequent events that would have required adjustment or disclosure in the consolidated

financial statements.

GBT TECHNOLOGIES

TO CONSOLIDATED FINANCIAL STATEMENTS

the Years Ended December 31, 2020 and 2019

Accounting Pronouncements

December 2019, the FASB issued ASU 2019-12, Simplifying the Accounting for Income Taxes which amends ASC 740 Income

Taxes (ASC 740).

This update is intended to simplify accounting for income taxes by removing certain exceptions to the general

principles in ASC 740 and amending existing guidance to improve consistent application of ASC 740.

This update is effective for

fiscal years beginning after December 15, 2021.

The guidance in this update has various elements, some of which are

applied on a prospective basis and others on a retrospective basis with earlier application permitted.

The Company is currently

evaluating the effect of this ASU on the Companys consolidated financial statements and related disclosures.

does not believe that any recently issued, but not yet effective, accounting standards could have a material effect on the accompanying

consolidated financial statements.

As new accounting pronouncements are issued, we will adopt those that are applicable under

the circumstances.

Discontinued Operations;

Note Receivable

On September 18, 2020, the Company entered into a

Purchase and Sale Agreement with Mr.

Recent Accounting Pronouncements

In December 2019, the FASB issued ASU

2019-12, Simplifying the Accounting for Income Taxes which amends ASC 740 Income Taxes (ASC 740).

This update is intended to simplify accounting for income taxes by removing certain exceptions to the general principles in ASC

740 and amending existing guidance to improve consistent application of ASC 740.

This update is effective for fiscal years beginning

after December 15, 2021.

The guidance in this update has various elements, some of which are applied on a prospective basis and

others on a retrospective basis with earlier application permitted.

The Company is currently evaluating the effect of this ASU

on the Company’s consolidated financial statements and related disclosures.

In August 2020, the FASB issued ASU

2020-06 , Debt—Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging—Contracts

in Entity’s Own Equity (Subtopic 815-40)—Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity.

2020-06 reduces the number of accounting models for convertible debt instruments and convertible preferred stock.

For convertible

instruments with conversion features that are not required to be accounted for as derivatives under Topic 815, Derivatives

and Hedging , or that do not result in substantial premiums accounted for as paid-in capital, the embedded conversion features

no longer are separated from the host contract.

ASU 2020-06 also removes certain conditions that should be considered in the derivatives

scope exception evaluation under Subtopic 815-40, Derivatives and Hedging—Contracts in Entity’s Own Equity , and

clarify the scope and certain requirements under Subtopic 815-40.

In addition, ASU 2020-06 improves the guidance related to the

disclosures and earnings-per-share (EPS) for convertible instruments and contract in entity’s own equity.

ASU 2020-06 is effective

for public business entities that meet the definition of a SEC filer, excluding entities eligible to be smaller reporting companies

as defined by the SEC, for fiscal years beginning after December 15, 2021, including interim periods within those fiscal years.

For all other entities, the amendments are effective for fiscal years beginning after December 15, 2023, including interim periods

within those fiscal years.

Early adoption is permitted, but no earlier than fiscal years beginning after December 15, 2020, including

interim periods within those fiscal years.

The Board specified that an entity should adopt the guidance as of the beginning of

its annual fiscal year.

The Company is currently evaluation the impact this ASU will have on its consolidated financial statements.

Management does not believe that any

recently issued, but not yet effective, accounting standards could have a material effect on the accompanying consolidated financial

As new accounting pronouncements are issued, we will adopt those that are applicable under the circumstances.

GBT TECHNOLOGIES INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

For the Years Ended December 31, 2021 and 2020

Note 3 – Discontinued Operations

18, 2020, the Company entered into a Purchase and Sale Agreement with Mr.

LightHouse LTD .

, an Israeli corporation (“MLH”) pursuant to which the Company

agreed to sell and assign to MLH, effective July 1, 2020 all the shares, and certain specified liabilities, of Ugopherservices Corp.

(“UGO”),

a wholly owned subsidiary of the Company, in consideration of $100,000 to be paid through the delivery of a promissory note payable to

the Company (the “Note”), upon the terms and subject to the limitations and conditions set forth in the Note.

material relationship between the Company, on one hand, and MLH, on the other hand.

At December 31, 2020, the Company determined that

this note receivable was not collectible and took an impairment charge of $100,000.

September 30, 2019, the Company entered into an Asset Purchase Agreement with Surge Holdings, Inc., a Nevada corporation (SURG)

pursuant to which the Company agreed to sell and assign to SURG all the assets and certain specified liabilities of its ECS Prepaid,

Electronic Check Services and the Central State Legal Services businesses in consideration of $5,000,000 to be paid through the

issuance of 3,333,333 shares of SURGs common stock and a convertible promissory note in favor of the Company in the principal

amount of $4,000,000.

The 3,333,333 shares of SURGs common stock have been pledged to a third party for providing working

capital needs of the Company (See Note 8).

ECS Prepaid, Electronic Check Services and the Central State Legal Services businesses have been presented as discontinued operations

on the accompanying financial statements.

GBT TECHNOLOGIES

TO CONSOLIDATED FINANCIAL STATEMENTS

the Years Ended December 31, 2020 and 2019

operating results for UGO, ECS Prepaid, Electronic Check Services and the Central State Legal Services have been presented in

the accompanying consolidated statements of operations for the years ended December 31, 2020 and 2019 as discontinued operations

and are summarized below:

, an Israeli corporation (“MLH”)

pursuant to which the Company agreed to sell and assign to MLH, effective July 1, 2020 all the shares, and certain specified liabilities,

of Ugopherservices Corp.

(“UGO”), a wholly owned subsidiary of the Company, in consideration of $ 100,000 to be paid

through the delivery of a promissory note payable to the Company (the “Note”), upon the terms and subject to the limitations

and conditions set forth in the Note.

There is no material relationship between the Company, on one hand, and MLH, on the other

At December 31, 2020, the Company determined that this note receivable was not collectible and took an impairment charge

of $ 100,000 .

During July 2021, MLH effected a $ 50,000 payment on the Note.

presented as discontinued operations on the accompanying financial statements.

The operating

results for UGO have been presented in the accompanying condensed consolidated statements of operations for the years ended December

31, 2021 and 2020 as discontinued operations and are summarized below:

Schedule Of Discontinued Operations

Years Ended December 31,

3 unchanged sentences

Other income (expenses)

$ (1,074,869 )

assets and liabilities of the discontinued operations at December 31, 2020 and 2019 are summarized below:

Current assets

Property and equipment

Current liabilities

Total liabilities

Investment in Surge Holdings, Inc.

and Mobiquity Technologies, Inc.;

Convertible Note Receivable

Note 4 – Investment in Surge

Holdings, Inc.

September 30, 2019, the Company entered into an Asset Purchase Agreement with Surge Holdings, Inc., a Nevada corporation (SURG)

pursuant to which the Company agreed to sell and assign to SURG, all the assets and certain specified liabilities, of its ECS

Prepaid, Electronic Check Services and the Central State Legal Services businesses in consideration of $5,000,000 to be paid through

the issuance of 3,333,333 shares of SURGs common stock (See Note 8 for pledge to third party) and a convertible promissory

note in favor of the Company in the principal amount of $4,000,000 (the SURG Note), convertible into SURGs

shares of common stock following the six-month anniversary of the issuance date.

The conversion price of the SURG Note is the

volume weighted-average price of SURGs common stock over the 20 trading days prior to the conversion;

provided, however,

the conversion price shall never be lower than $0.10 or higher than $0.70.

The Company has agreed to restrict its ability to convert

the SURG Note and receive shares of common stock such that the number of shares of common stock held by it in the aggregate and

its affiliates after such conversion does not exceed 4.99% of the then issued and outstanding shares of common stock.

Note is payable by SURG to the Company on the 18-month anniversary of the issuance date and does not bear interest.

On or about June 23, 2020, the Company and AltCorp

entered into agreements with SURG and Glen Eagles Acquisition LP (“Glen”) regarding the $4,000,000 SURG Note for which the

SURG Note has been converted in full into 5,500,000 restricted stock of SURG (“Issued Shares”) along with an additional 22,000,000

SURG shares reserved for the benefit of the Company’s subsidiary as a true up of shares to secure the value of the Issued Shares

as $2,750,000.

Additional shares will be issued if the original 5,500,000 are worth less than $2,750,000 on June 23, 2021.

agreed that the Issued Shares will be restricted for a year.

As a result of the exchange of $2,750,000 of the SURG Note for 5,500,000

shares of SURG common stock, the Company recognized a loss of $1,430,000.

See additional settlement entered into with SURG on January

1, 2021 in Note 17.

GBT TECHNOLOGIES

TO CONSOLIDATED FINANCIAL STATEMENTS

the Years Ended December 31, 2020 and 2019

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 Note.

(See Note 8).

or about June 23, 2020, Stanley Hills LLC (Stanley) which holds a pledge of 3,333,333 shares of SURG common stock

(See Note 8) 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.

Between sales to SURG and to a third party, the amount of $575,170 was received into a lawyers

trust account for the benefit of AltCorp, and 3,333,333 of SURG shares have been sent for cancelation.

The lawyers trust

account balance is $402,532 as of December 31, 2020.

August 12, 2020, the Company and its subsidiary, AltCorp, 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 by SURG.

November 4, 2020, Altcorp and Stanley filed an Ex Parte Motion In the District Court, Clark County, Nevada (Case No:

A-20-823039-B,

43) to appoint receiver and issue a temporary restraining Order against Surge and its transfer agent for alleged defaults

on prior exchange agreement.

As court entered an order minute granting in part AltCorp motion, the parties entered on December

4, 2020 an interim agreement which set the material terms of the settlement.

A final settlement was achieved per the interim agreement

terms on January 1, 2021.

of December 31, 2020, the Companys investment in SURG consisted of 5,500,000 shares of SURG common stock which was valued

(See Note 17 for Subsequent Events)

Technologies, Inc (Divested in 2019).

September 4, 2018, the Company and Mobiquity Technologies, Inc., a New York corporation (Mobiquity) entered an agreement

pursuant to which the parties exchanged equity interest in each of the companies.

In accordance with the agreement, the Company

received 1,000 shares of Mobiquitys restricted Series AAAA Preferred Stock (the Mobiquity Preferred Stock)

in consideration of Companys concurrent sale and issuance to Mobiquity of 10,000,000 shares of Companys common stock.

The shares of Mobiquity Preferred Stock are convertible into an aggregate of up to 100,000,000 shares of Mobiquity common stock

(the Mobiquity Common Stock) and 150,000,000 common stock purchase warrants (the Mobiquity Warrants).

The Mobiquity Warrants shall have a term of 5 years from the date of grant and shall be exercisable at a price of $0.12 per share

and the shares of Mobiquity Preferred Stock shall not be convertible into shares of Mobiquity Common Stock and the Mobiquity Warrants

shall not be contemporaneously granted until after Mobiquitys Board of Directors and stockholders shall have increased

the authorized number of shares of Mobiquitys common stock to a number sufficient to accommodate a reserve in the Companys

favor of 250,000,000 shares of Mobiquitys common stock.

The Mobiquity Preferred Stock shall have immediate voting rights

equal to the number of shares of Mobiquity Common Stock into which they may be converted, not including the shares of Mobiquitys

common stock underlying the Mobiquity Warrants.

November 19, 2018, the Company and Mobiquity entered into an Amendment and Exercise Letter waiving the requirement that Mobiquitys

Board of Directors and stockholders increase the authorized number of shares of Mobiquitys common stock to a number sufficient

to accommodate a reserve in the Companys favor of 250,000,000 shares of Mobiquitys common stock prior to the conversion

of the Mobiquity Preferred Stock or exercise of the Mobiquity Warrants.

In addition, the Company converted 200 shares of Mobiquity

Preferred Stock resulting in the issuance to the Company by Mobiquity of 20,000,000 shares of Mobiquity Common Stock and 30,000,000

Mobiquity Warrants.

The Company exercised the 30,000,000 Mobiquity Warrants at an exercise price of $0.12 per share of common

stock, payable through of the issuance to Mobiquity of 10,000,000 shares of common stock of the Company.

GBT TECHNOLOGIES

TO CONSOLIDATED FINANCIAL STATEMENTS

the Years Ended December 31, 2020 and 2019

addition, the Company issued 20,000 shares of common stock to Glen Eagles Acquisition LP (Glen) in consideration

of its consulting services associated with the negotiation of the number of shares of common stock to be delivered to Mobiquity

upon exercise of the Mobiquity Warrants.

a result of the transaction on September 4, 2018, the Company had an approximate 21% interest in Mobiquity and began to account

for its investment in Mobiquity using the equity method of accounting.

During the fourth quarter of 2018, Mobiquity issued additional

shares of common stock resulting in the Companys ownership in Mobiquity dropping to approximately 18% at December 31, 2018.

The Company determined that during the fourth quarter of 2018 that it did not exercise significant influence over Mobiquity due

to its decreased ownership percentage and the Companys intent to begin selling shares of Mobiquity common stock that will

further decrease its ownership percentage.

As a result, during the fourth quarter of 2018 the Company began accounting for its

investment in Mobiquity as a marketable equity security.

May 10, 2019, the Company entered into a Membership Interest Purchase Agreement with Glen pursuant to which the Company acquired

49% of the membership interest in Advangelists, LLC (the AVNG Interest) in consideration of the assumption of a

Promissory Note payable by Glen to the former owners of the AVGN Interest with an outstanding balance of $7,475,000 (the AVNG

Note) and cancellation of an outstanding Promissory Note payable by Glen to the Company in the amount of $1,200,000 originally

issued on March 1, 2019.

Concurrently, the Company entered into a Membership Interest Purchase Agreement with Mobiquity pursuant

to which the Company sold the AVNG Interest to Mobiquity in consideration of Mobiquity assuming the AVNG Note and Mobiquity amending

the terms of the Remaining Mobiquity Warrant providing for cashless exercise.

Company paid 60,000,000 of its Mobiquity shares as partial consideration for the purchase of GBT Technologies, S.

August 6, 2019, Mobiquity delivered a counter signed letter agreement dated August 2, 2019 pursuant to which the Company exchanged

120,000,000 Mobiquity Warrants into 20,000,000 shares of Mobiquity common stock, which resulted in the Company holding 60,000,000

shares of Mobiquity common stock.

September 10, 2019, the Company entered into (i) a Stock Purchase Agreement with Mobiquity pursuant to which the Company agreed

to return 15,000,000 shares of Mobiquity common stock to Mobiquity in exchange for 110,000 shares of common stock of the Company,

(ii) a Stock Purchase Agreement with Marital Trust GST Subject U/W/O Leopold Salkind (Salkind Trust) pursuant to

which the Company agreed to sell 7,000,000 shares of Mobiquity common stock to Salkind Trust in consideration of $67,200, (iii)

Stock Purchase Agreement with Dr.

Gene Salkind (Salkind) pursuant to which the Company agreed to sell 28,000,000

shares of Mobiquity common stock to Salkind in consideration of $268,000 and (iv) a Stock Purchase Agreement with Deepanker Katyal

(Katyal) pursuant to which the Company agreed to sell 10,000,000 shares of Mobiquity common stock to Katyal in consideration

of 90,000 shares of common stock of the Company.

The closing of the agreements occurred on September 13, 2019.

As a result of

these transactions, the Company realized a loss on the sale of Mobiquity common stock of $3,673,595.

At December 31, 2020 and

December 31, 2019, the Company owned no shares of Mobiquity common stock.

Equity Investment in GBT 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.

Surge Holdings, Inc.

On September 30, 2019, GBT Technologies

(the “Company”) entered into an Asset Purchase Agreement (“APA”) with Surge Holdings, Inc., a Nevada corporation

(“SURG”) pursuant to which the Company agreed to sell and assign to SURG, all the assets and certain specified liabilities,

of its ECS Prepaid, Electronic Check Services and the Central State Legal Services businesses in consideration of $ 5,000,000 to

be paid through the issuance of 3,333,333 shares of SURG’s common stock (the “SURG Common Stock”) and a convertible promissory

note in favor of the Company in the principal amount of $ 4,000,000 (the “SURG Note”), convertible into SURG’s shares

of common stock.

On January 7, 2022, the Company received payments from Surgepays Inc.

(formerly known as Surge Holdings, Inc.)

in total of $ 3,750,000 pursuant to the terms of the Settlement Agreement dated December 22, 2021.

On June 23, 2020, SURG entered into

an Exchange Agreement (the “AltCorp Exchange Agreement”) with AltCorp Trading LLC (“AltCorp”) with such AltCorp

Exchange Agreement being consented and agreed to by the Company, the parent of AltCorp.

At the expiration of the lock-up period,

in the event the VWAP for the SURG Common Stock was, during the preceding twenty-day trading period, less than $ 0.50 per share,

AltCorp retained the right to reserve additional shares of SURG Common Stock equal to the True-Up Value as defined in the AltCorp

Exchange Agreement.

GBT TECHNOLOGIES INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

For the Years Ended December 31, 2021 and 2020

On March 8, 2020, SURG filed a lawsuit

against its transfer agent from transferring millions of SURG stock that is currently in possession by the Company and assigned

to Stanley Hills, LLC.

On January 1, 2021, SURG, AltCorp and Stanley Hills, LLC (“Stanley”) entered into a Mutual Release

and Settlement Agreement (“Settlement Agreement”).

Pursuant to the terms of the Settlement Agreement, SURG agreed to

amend the AltCorp Exchange Agreement where SURG acknowledged a debt of $ 3,300,000 (the “Debt”) to be paid in 33 monthly

payments of $ 100,000 payable in shares of common stock of SURG at a per share price equal the volume weighted average price of

Surg’s common stock during the ten (10) trading days immediately preceding the issuance.

SURG paid $ 400,000 in cash and $ 800,000

The SURG common stock issued to Altcorp have been pledged since August 12, 2020 for the benefit of Stanley to secure

Stanley’s note payable by the Company.

Accordingly, the SURG Common Stock issued to AltCorp as a result of the Settlement Agreement

were pledged to Stanley.

As of December 31, 2021 there were no surge shares pledges after the final settlement signed on December

22, 2021 and that replaced all prior settlement agreement.

The final settlement SURG agreed to make total payments of $ 4,200,000

to the Company’s trust account on or prior to January 7, 2022.

This $4.2 million amount consists of $450,000 paid by SURG in November

and December 2021, $100,000 to be paid on or about January 4, 2022, and $3,650,000 to be paid on or prior to January 7, 2022 of

which $375,000 will be held in escrow as described before.

The $3,750,000 was recorded as other receivable as of December 31, 2021.

As of December 31, 2021, the Company has recorded an outstanding payable balance to Stanley amounted $1,862,928 recorded under

accrued expenses.

Subsequently, SURG was a party to two

lawsuits in state District Court, the Eighth Judicial District Court for Clark County, Nevada involving AltCorp, Stanley and Glen

Eagles Acquisition LP (the “AltCorp Parties.”).

Each of these lawsuits were ultimately disputes relating to the total

consideration SURG was to pay the Company under the APA.

On October 18, 2021, the AltCorp Parties,

the Company, and SURG entered into a Memorandum of Understanding (the “MOU”) to set up a framework for an attempt to

settle the two lawsuits.

On December 22, 2021 (the “Effective

Date”), pursuant to the framework in the MOU, the AltCorp Parties (and an additional third party), the Company, ECS, and SURG,

Kevin Brian Cox (SURG’s Chief Executive Officer) - in his individual capacity, entered into a Resolution of Purchase, Mutual Release,

and Settlement Agreement (the “Final Settlement Agreement”) to settle the two lawsuits and resolve all disputes related

to the consideration paid by SURG to the Company in connection with the APA.

The Final Settlement Agreement, among

other resolutions, essentially provides the following:

(i) From the total consideration of

the Final Settlement Agreement, the amount of $ 375,000 (“Escrow Amount”) will be deposited by SURG in escrow.

acquired the Company’s rights to a certain Master Distribution and Service Agreement (“MDA”).

Under certain circumstances,

if the result of the Company’s lawsuit against a third party (the “GBT Lawsuit”) is a monetary judgment without the assignment

or legal decree of ownership of the MDA, the Company shall be entitled to receive the Escrow Amount and shall assign to SURG the

first $ 1,000,000 the Company recovers from the defendants in the GBT Lawsuit.

In the event that the Company does not prevail in

the GBT Lawsuit then it shall be entitled to release of the Escrow Amount but shall be responsible for any fees and costs obligation

sought by the defendants in the GBT Lawsuit.

(ii) SURG agreed to make total payments

of $4,200,000 to the Company’s trust account on or prior to January 7, 2022.

This $4.2 million amount consists of $450,000 paid

to the Company in November and December 2021, $100,000 to be paid on or about January 4, 2022, and $3,650,000 to be paid on or

prior to January 7, 2022 of which $375,000 will be held in escrow as described before.

The final settlement SURG agreed to make

total payments of $4,200,000 to the Company’s trust account on or prior to January 7, 2022.

The $3,750,000 was recorded as other

receivable as of December 31, 2021.

The entire balance of $3,750,000 was paid in January 2022.

(iii) Potential payments to third parties.

The Final Settlement Agreement replaces

all prior agreements between the parties.

In addition, within three (3) trading days of the last payment related to the $ 4.2 million

payment to Stanley being made, the parties shall make filings with the state District Court in Clark County, Nevada to dismiss

both lawsuits, including, regarding the lawsuit filed by AltCorp Trading, LLC, the dismissal of the lawsuit as to VStock Transfer,

The parties agreed to a full mutual release of any disputes or claims between the parties.

The final settlement of $ 3,750,000 was

received by the Company in 2022 and paid out $ 2,650,000 to the third parties in 2022.

GBT TECHNOLOGIES INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

For the Years Ended December 31, 2021 and 2020

Note 5 - Stock Loan Receivable

8, 2019, the Company entered into a Stock Pledge Agreement with Latin American Exchange Latinex Casa de Cambio, S.A., a Costa Rica

corporation (“Latinex”), to provide that Latinex may maintain its required regulatory capital as required by various

The Company has pledged 4,005 restricted shares of its common stock valued at $ 7,610,147 (based on the

closing price on the grant date) for a term of three years in consideration of an annual payment of $ 375,000 paid in quarterly

installments of $93,750.

In lieu of cash payment, Latinex may pay the Company in virtual currency of WISE Network S.A.

a 50% discount of its offering price of $10 per token.

In the event that Latinex’s required capital has decreased below $5,000,000,

Latinex is permitted to sell the pledged shares of common stock only in an amount to ensure that Latinex can satisfy the required

capital levels.

The Company must consent to such sale of the shares of common stock, which may not be unreasonably withheld.

expiration of the agreement, the remaining shares of common stock shall be returned to the Company free and clear of all liens.

The Company has recorded the value 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.

At December 31, 2019, the Company wrote off the accrued interest income

as Latinex did not perform any payment and the Company has no mean to enforce this payment.

Latinex agreed in principle to return

the pledged 4,005 restricted shares to the Company for cancellation.

The 4,005 restricted shares have not yet been returned to

the Company as of December 31, 2021.

Note 6 – Impaired Investment

in GBT Technologies, S.A.

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 shareholder’s 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 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 TECHNOLOGIES

TO CONSOLIDATED FINANCIAL STATEMENTS

the Years Ended December 31, 2020 and 2019

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

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 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

Technologies, Inc.

(“Mobiquity”) and 60,000,000 restricted shares of common stock of Mobiquity.

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

At the election of Gonzalez,

2 unchanged sentences

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).

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 ($ 500.00 per share).

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

4 unchanged sentences

conversion in full and, as a result, such transaction is not considered a change of control.

is in the business of the strategic management of BPO (Business Process Outsourcing) digital communications processing for enterprises

and startups, distributed ledger technology development, AI development and fintech software development and applications.

Company accounted for its investment in GBT-CR using the equity method of accounting;

however, in 2020, the Company owned less

than 20% of and exercised no control over GBT-CR;

GBT TECHNOLOGIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

For the Years Ended December 31, 2021 and 2020

2021, the Company, entered into a Mutual Release and Settlement Agreement and Irrevocable Assignment of Note Balance Principal

and Accrued Interest (the “Gonzalez Agreement”) with third party, GBT-CR, IGOR 1 Corp and Gonzalez.

Pursuant to the Gonzalez

Agreement, without any party admission of liability and to avoid litigation, the parties has agreed to (i) extend the GBT Convertible

Note maturity date to December 31,2022, (ii) amend the GBT Convertible Note terms to include a beneficial ownership blocker of

4.99% and a modified conversion feature to the GBT Convertible Note with 15% discount to the market price during the 20 trading

day period ending on the latest complete trading day prior to the conversion date and (iii) provided for an assignment of the GBT

Convertible Note by Gonzalez to a third party.

GBT-CR is in the business of the strategic

management of BPO (Business Process Outsourcing) digital communications processing for enterprises and startups, distributed ledger

technology development, AI development and fintech software development and applications.

The Company accounted for its investment in GBT-CR

using the equity method of accounting;

however, in 2020, the Company owned less than 20% after GBT-CR issued additional shares to other

investors therefore exercised no control over GBT-CR;

therefore, this investment is currently accounted for under the cost method.

Moreover, 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).

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).

The stay-at-home order was lifted in California only on January 25, 2021.

As such, the Company was unable to access or to contact GBT-CR on an on-going basis, and cannot get information about GBT-CR.

December 31, 2019, the Company evaluated the carrying amount of this equity investment and determined that this investment was

fully impaired and as a result an impairment charge of $30,731,534 was taken.

As such, the Company was unable to access

or to contact GBT-CR on an on-going basis, and cannot get information about GBT-CR.

Investment in Joint Venture

March 6, 2020, the Company through 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.

On March 6, 2020, the Company through

Greenwich, entered into a Joint Venture and Territorial License Agreement (the “Tokenize Agreement”) with Tokenize-It,

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

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

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 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.

GBT TECHNOLOGIES

TO CONSOLIDATED FINANCIAL STATEMENTS

the Years Ended December 31, 2020 and 2019

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.

appoint two directors and Tokenize shall appoint one director of GBT Tokenize.

Tokenize shall contribute the services

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

The Company shall contribute 2,000,000 shares of

common stock of the Company (“GBT Shares”) to GBT Tokenize.

Tokenize and the Company will each own 50% of GBT Tokenize.

The shares were valued at $ 5,500,000 .

In addition, GBT Tokenize and Gonzalez

entered into a Consulting Agreement in which Gonzalez is engaged to provide services in consideration of $ 33,333 per month payable

quarterly which may be paid in shares of common stock calculated by the amount owed divided by the Company’s 10-day VWAP.

will provide services in connection with the development of the business as well as GBT Tokenize’s capital raising efforts.

term of the Consulting Agreement is two years.

During year ended December 31, 2021, Gonzalez assigned all his accrued balances

of $ 424,731 to Stanley Hills in a private transaction that the Company is not part to.

The closing of the Tokenize Agreement occurred

on March 9, 2020.

GBT TECHNOLOGIES INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

For the Years Ended December 31, 2021 and 2020

Through this Joint Venture the parties

commenced development of an intelligent human vital signs’ device, which we currently refer to as the qTerm.

The platform is an

expansion of the existing license agreement with GBT Tokenize Corp., which provided GBT Tokenize Corp.

with an exclusive territory

of California to develop certain of the Company’s technology.

As the nature of the platform cannot be restricted only to California,

the Company’s 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 63001564.

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

March 31, 2020, the Company evaluated the carrying amount of this joint venture investment and determined that this investment

was fully impaired and as a result an impairment charge of $5,500,000 was taken.

Although the investment was impaired, the product

development is still ongoing.

Accounts Payable and Accrued Expenses

payable and accrued expenses at December 31, 2020 and 2019 consist of the following:

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.

no guarantee that the Company will be successful in any or all of these critical steps.

On May 28, 2021, the parties agreed

to amend the Tokenize Agreement to expand territory granted for the Technology Portfolio under the license to GBT Tokenize to include

the entire continental United States.

The Company has further agreed to issue GBT Tokenize an additional 14,000,000 shares of common

stock of the Company.

The shares were valued at $ 15,400,000 .

At March 31, 2020, the Company evaluated

the carrying amount of this joint venture investment and determined that this investment was fully impaired and as a result an

impairment charge of $ 5,500,000 was taken.

At December 31, 2021, the Company evaluated the carrying amount of this joint venture

investment and determined that this investment was fully impaired and as a result an impairment charge of $ 15,400,000 was taken.

Although the investment was impaired,

the product development is still ongoing.

The carrying amount of this investment at December 31, 2021 and December 2020, was $ 0

and $ 0 , respectively.

Note 7 – Accounts Payable and Accrued Expenses

Accounts payable and accrued expenses at December 31, 2021

and 2020 consist of the following:

Schedule Of Accounts Payable and Accrued Expenses

Accounts payable

Accrued liabilities

Accrued interest

Convertible Notes Payable

notes payable at December 31, 2020 and 2019 consist of the following:

Convertible note payable to GBT Technologies

Convertible note payable to Glen Eagle

Convertible note payable to Power Up

Note 8 – Unearned Revenue

Unearned revenue represents the net

amount received for the purchase of products that have not seen shipped to the Company’s customers.

In 2018, the Company ran pre-sales

efforts for its pet tracker product and received prepayments for its product.

In addition, during 2018, the Company received $ 200,000

in connection with an intellectual property license and royalty agreement.

The Company has $ 249,384 and $ 249,675 of unearned at

December 31, 2021 and 2020, respectively.

GBT TECHNOLOGIES INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

For the Years Ended December 31, 2021 and 2020

Note 9 – Convertible Notes Payable, Non-related

Partied and Related Party

Convertible notes payable – non related parties at

December 31, 2021 and 2020 consist of the following:

Of Rollfoward of convertible note

Convertible note payable to GBT Technologies S.A

Convertible notes payable to Sixth Street

Convertible notes payable to Redstart Holdings

Convertible note payable to Stanley Hills

Convertible note payable to Iliad

Total convertible notes payable

Total convertible notes payable, non related parties

Unamortized debt discount

Convertible notes payable

Convertible notes payable – non related parties

Less current portion

Convertible notes payable, long-term portion

GBT TECHNOLOGIES

TO CONSOLIDATED FINANCIAL STATEMENTS

the Years Ended December 31, 2020 and 2019

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 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

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.

(See Note 4) 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

Glen in turn will convert all its $1,250,000 considerations received into 2,500,000 SURG shares (See Note 17).

Up Lending Group Ltd.

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

GBT TECHNOLOGIES

TO CONSOLIDATED FINANCIAL STATEMENTS

the Years Ended December 31, 2020 and 2019

Convertible notes payable – non related parties, long-term portion

$10,000,000 for GBT Technologies

In 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

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 ($500 per share) by the conversion price ($ 500 .00 per

This convertible note may convert into shares of the Company’s 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

and therefore recorded as derivative liability (see note 12).

On May 19, 2021,

the Company, Gonzalez, GBT-CR and IGOR 1 Corp entered into a Mutual Release and Settlement Agreement and Irrevocable Assignment of

outstanding balance plus accrued interest (the “Gonzalez Agreement”).

Pursuant to the Gonzalez Agreement, without any

party admission of liability and to avoid litigation, the parties has agreed to (i) extend the GBT convertible note maturity date to

December 31, 2022, (ii) amend the GBT convertible note terms to include a beneficial ownership blocker of 4.99% and a modified

conversion feature to the GBT convertible note with 15% discount to the market price during the 20 trading day period ending on the

latest complete trading day prior to the conversion date and (iii) provided for an assignment of the GBT convertible note by

Gonzalez to a third party.

As a result of the change in terms of this convertible note, the Company took a charge related to the

modification of debt of $ 13,777,480 during

the year ended December 31, 2021.

This convertible note is

recorded as derivative liability because of the discounted price on conversion (see note 12).

year ended December 31, 2021, IGOR 1 converted $1,284,600 of the convertible note into 4,185,650 shares of the Company’s common

Also, on June 24, 2021, the Company transferred 5,500,000 SURG shares received as repayment of $660,000 of this convertible

note (See Note 4).

As of December

31, 2021, the note had an outstanding balance of $ 8,055,400 and accrued interest of $ 1,545,721 .

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.

GBT TECHNOLOGIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

For the Years Ended December 31, 2021 and 2020

Notes/Converted Notes

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 No.

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.

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.

1 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

The transactions described above closed on August 5, 2020.

The outstanding principal amount of the Redstart Note

The 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 Company’s 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.

Following the 180 th day,

Redstart may convert the Redstart Note No.

1 into shares of the Company’s 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.

Since the conversion price

will vary based on the Company’s stock price, the beneficial conversion feature associated with this note is accounted for as a

derivative liability.

3 unchanged sentences

of its obligations hereunder, additional amounts as set forth in the Redstart Note No.

1 (In February 2021 Note No.

1 was converted into

shares in full –

See Note 17).

On 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

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.

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

During the year ended December 31, 2021,

the entire amount of Note No.

1 of $ 153,600 plus accrued interest was converted into 226,532 shares of common stock.

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, 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.

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.

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

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 Company’s 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.

Since the conversion price will vary based

on the Company’s stock price, the beneficial conversion feature associated with this note is accounted for as a derivative liability.

In addition, upon the occurrence and during the continuation of an Event of Default (as defined in the Redstart Note No.

Redstart Note No.

2 into shares of the Company’s 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.

Since the conversion price will vary based on the Company’s

stock price, the beneficial conversion feature associated with this note is accounted for as a derivative liability.

In addition, upon

the occurrence and during the continuation of an Event of Default (as defined in 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.

During the year ended December 31, 2021, the

entire amount of Note No.

2 of $ 93,600 plus accrued interest was converted into 89,169 shares of common stock.

On 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.

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 –

See Note 17).

On 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

3”) in the aggregate principal amount of $100,200 for a purchase price of $83,500.

3”) in the aggregate principal amount of $ 100,200 for a purchase price of $ 83,500 .

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.

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.

3, provided 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 Company’s 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.

Since the conversion price will vary based on the Company’s stock price, the beneficial conversion feature associated

with this note is accounted for as a derivative liability.

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 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.

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

During the year ended December 31, 2021, the entire amount of Note No.

3 of $ 100,200 plus accrued interest was converted

into 135,582 shares of common stock.

On 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 .

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.

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.

4, provided 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 Company’s 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.

Since the conversion price will vary based on the Company’s stock price, the beneficial conversion feature associated

with this note is accounted for as a derivative liability.

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

During the year ended December 31, 2021, the entire amount of Redstart Note No.

4 of $ 184,200 plus accrued interest

was converted into 386,146 shares of common stock.

GBT TECHNOLOGIES INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

For the Years Ended December 31, 2021 and 2020

On 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.

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

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

5 into shares of the Company’s 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.

Since the conversion price will vary based on the Company’s stock price, the beneficial conversion feature associated

with this note is accounted for as a derivative liability.

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

During the year ended December 31, 2021, the entire amount of Redstart Note No.

5 of $ 106,200 plus accrued interest

was converted into 317,837 shares of common stock.

On May 26, 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.

6”) in the aggregate principal amount of $106,200 for a purchase price of $88,500.

6 has a maturity date of August 26, 2022 and the Company has agreed to pay interest on the unpaid principal

balance of the Redstart Note No.

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

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.

6, provided it makes a payment including a prepayment

to Redstart as set forth in the Redstart Note No.

The transactions described above closed on May 28, 2021.

The outstanding principal

amount of the Redstart Note No.

6 may not be converted prior to the period beginning on the date that is 180 days following the

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

6 into shares of the Company’s 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.

Since the conversion price will vary based on the Company’s stock price, the beneficial conversion feature associated

with this note is accounted for as a derivative liability.

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

of Default (as defined in the Redstart Note No.

6), the Redstart Note No.

6 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

During the year ended December 31, 2021, the entire amount of Redstart Note No.

5 of $106,200 plus accrued interest

was fully repaid in total cash of $ 141,782 .

GBT TECHNOLOGIES INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

For the Years Ended December 31, 2021 and 2020

Iliad Research

and Trading, L.P.

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

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.

The original issue discount is being

amortized to interest expense over the term of the promissory note.

27, 2020, the Company and Iliad entered into an Amendment to the Iliad Note (See Note 8) 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 Company’s failure to deliver shares of common stock within three trading days of a conversion would result

in an event of default.

Since the conversion price will vary based on the Company’s stock price, the beneficial conversion feature

associated with this note is accounted for as a derivative liability.

Iliad has 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.

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 .

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.

On May 19, 2021, the Company and Iliad entered into agreement to further extend the maturity of the Iliad

Note until August 31, 2021 in consideration of an extension fee of $1,000 representing the fourth extension of the original note.

On August 20, 2021, the Company and Iliad entered into agreement to further extend the maturity of the Iliad Note until December

31, 2021 in consideration of an extension fee of $ 1,000 .

During the year ended December 31, 2021, Iliad converted $ 2,508,737 of

its convertible note into 4,053,069 shares of the Company’s common stock.

The balance of the Iliad debt at December 31,

2021 and December 31, 2020 was $ 0 and $ 2,431,841 , respectively.

Outstanding Notes

21, 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.

7”) in the aggregate principal amount of $244,500 for a purchase

price of $203,750.

The Redstart Note No.

7 has a maturity date of December 22, 2022 and the Company has agreed to pay

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

7 at the rate of two and a half percent (2.5%) per annum from

the date on which the Redstart Note No.

7 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.

7, provided 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 transactions described

above closed on September 28, 2021.

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 Company’s 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.

Since the conversion price will vary based on the Company’s

stock price, the beneficial conversion feature associated with this note is accounted for as a derivative liability.

In addition, upon

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

7 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.

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.

GBT TECHNOLOGIES

TO CONSOLIDATED FINANCIAL STATEMENTS

the Years Ended December 31, 2020 and 2019

The 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 current note payable balance due to Stanley (See Note 9) in the amount of $1,214,900

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.

conversion price will vary based on the Company’s stock price, the beneficial conversion feature associated with this note is accounted

for as a derivative liability.

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.

During 2020, Stanley converted $583,889 of its convertible

note into 67,282,583 shares of the Company’s common stock, and during 2020, Stanley loaned the Company an additional $547,097.

balance of the Stanley debt at December 31, 2020 was $1,009,469.

The Stanley debt is secured via a pledge agreement on the SURG shares

(See Note 4).

Research and Trading, L.P.

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 (See Note 9) 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 Company’s failure to deliver shares

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

7 into shares of the Company’s 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.

Since the conversion price will vary based

on the Company’s stock price, the beneficial conversion feature associated with this note is accounted for as a derivative liability.

Iliad has 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 Company’s common stock.

The balance of the Iliad debt at December 31, 2020 was $2,446,746,

including accrued interest of $14,905.

(See Note 17 for additional extension of this note)

on the Company’s stock price, the beneficial conversion feature associated with this note is accounted for as a derivative liability.

In addition, upon the occurrence and during the continuation of an Event of Default (as defined in the Redstart Note No.

Redstart Note No.

7 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.

As of December 31, 2021, the note had an outstanding

balance of $ 244,500 and accrued interest of $ 1,591 .

GBT TECHNOLOGIES

TO CONSOLIDATED FINANCIAL STATEMENTS

the Years Ended December 31, 2020 and 2019

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

For the Years Ended December 31, 2021 and 2020

8, 2021, the Company entered into a Securities Purchase Agreement with Sixth Street Lending LLC (“Sixth Street”) pursuant

to which the Company issued to Sixth Street a Convertible Promissory Note (the “Sixth Street Note”) in the aggregate

principal amount of $ 124,200 for a purchase price of $ 103,500 .

The Sixth Street Note has a maturity date of February 8, 2023 and

the Company has agreed to pay interest on the unpaid principal balance of the note at the rate of six percent ( 6 %) per annum from

the date on which the 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 note, provided it makes a payment

including a prepayment to Sixth Street as set forth in the Sixth Street Note.

The outstanding principal amount of the note 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,

Sixth Street may convert the note into shares of the Company’s common stock at a conversion price equal to 85% of

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

Since the conversion

price will vary based on the Company’s stock price, the beneficial conversion feature associated with this note is accounted for

as a derivative liability.

In addition, upon the occurrence and during the continuation of an Event of Default (as defined in the

Sixth Street Note), the note shall become immediately due and payable and the Company shall pay to Sixth Street, in full satisfaction

of its obligations hereunder, additional amounts as set forth in the Sixth Street Note.

As of December 31, 2021, the note had an

outstanding balance of $ 124,200 and accrued interest of $ 1,061 .

Convertible notes payable – related parties at December

31, 2021 and 2020 consist of the following:

Summary of Convertible notes payable

Convertible note payable to Stanley Hills

Unamortized debt discount

Convertible notes payable, net, related party

Less current portion

Convertible notes payable, net, related party, long-term portion

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 current note payable balance due

to Stanley in the amount of $ 1,214,900 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.

Since the conversion price will vary based on the Company’s stock price, the beneficial

conversion feature associated with this note is accounted for as a derivative liability.

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.

During the year ended December 31, 2021, Stanley converted $ 1,231,466 of its convertible note plus interest

into 4,420,758 shares of the Company’s common stock, and during the year ended December 31, 2021, Stanley loaned the

Company an additional $ 325,000 .

Also, during the year ended December 31, 2021, the Company transferred the SURG shares received

as repayment of $ 800,000 of this convertible note (See Note 4) and also converted $ 126,003 of accrued interest into the principal

During the year ended December 31, 2021, Gonzalez assigned all his accrued balances of $ 424,731 to Stanley in a private

transaction that the Company is not part to (See Note 5).

The balance of the Stanley debt at December 31, 2021 and December 31,

2020 was $ 116,605 and $ 1,009,469 , respectively.

The Stanley debt is secured via a pledge agreement on the SURG shares.

Discounts on convertible notes

The Company recognized interest expense of $4,149,879

and $6,569,124 during the years ended December 31, 2020 and 2019, respectively, related to the amortization of the debt discount on convertible

The unamortized debt discount at December 31, 2020 was $362,004.

A roll-forward of the convertible notes payable

and debt discount from December 31, 2018 to December 31, 2020 is below:

The Company recognized interest expense

of $ 824,238 and $ 4,149,550 during the years ended December 31, 2021 and 2020, respectively, related to the amortization of the

debt discount on convertible notes.

The unamortized debt discount at December 31, 2021 and 2020 was $ 278,867 and $ 362,004 , respectively.

GBT TECHNOLOGIES INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

For the Years Ended December 31, 2021 and 2020

A roll-forward

of the convertible notes payable from December 31, 2019 to December 31, 2021 is below:

Schedule Of Roll Forward Convertible Notes

Convertible notes payable, December 31, 2019

$ (3,233,124 )

Issued for cash

Issued for acquisition

Issued for services

Accrued interest added to convertible note

Exchange of convertible note for other company assets

Notes payable converted to convertible

Original issue discount

Conversion to common stock

Debt discount related to new convertible notes

Reduction in convertible note due to legal settlement

Debt discount related to new convertible

Amortization of debt discounts

1 unchanged sentence

Issued for cash

Convertible note issued for accounts payable

Accrued interest added to convertible note

Exchange of convertible note for other company assets

Notes payable converted to convertible notes

Payment with marketable securities

Payment with cash

Original issue discount

3 unchanged sentences

Convertible notes payable, December 31, 2021

Note 9 –

Notes Payable

payable at December 31, 2020 and December 31, 2019 consist of the following:

Note 10 - Notes Payable, Non-related

Parties and Related Party

Notes payable, Non-related parties at

December 31, 2021 and December 31, 2020 consist of the following:

Schedule Of Notes Payable

RWJ acquisition note

Promissory note to Iliad

Promissory note to Stanley Hills

Promissory note to Alpha Eda

Total notes payable

2 unchanged sentences

Less current portion

( 2,612,397 )

( 2,601,737 )

Notes payable, long-term portion

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 Note 15).

The balance of the note at December

31, 2020 is $2,600,000 plus accrued interest of $307,631.

June 22, 2020, the Company received a loan from the Small Business Administration under the Economic Injury Disaster Loan program

related to the COVID-19 relief efforts.

The loan bears interest at 3.75% per annum, requires monthly principal and interest payments

of $731 after 12 months from funding and is due 30 years from the date of issuance.

The balance of the note at December 31, 2020

is $150,000 plus accrued interest of $3,067.

GBT TECHNOLOGIES

TO CONSOLIDATED FINANCIAL STATEMENTS

the Years Ended December 31, 2020 and 2019

November 15, 2020, the Company issued a promissory note to Alpha Eda, LLC for $140,000.

The note accrues interest at 10% per annum,

is unsecured and is due on June 30, 2021.

The balance of the note at December 31, 2020 is $140,000 plus accrued interest of $1,803.

February 27, 2019, the Company entered into a note purchase agreement with a third-party investor, 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).

For every Restricted Issuance Transaction that the Company was funded during 2020, Iliad consent and approval

was obtained.

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.

The original issue discount in being amortized to interest expense over the term of the

promissory note.

February 27, 2020, the Company and Iliad entered to 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 which has been reclassified to convertible notes payable.

RWJ Acquisition Note

In 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, 2021.

The balance of the note at December 31, 2021 and 2020 was $ 2,600,000 and $ 2,600,000

plus accrued interest of $ 394,666 and $ 307,631 , respectively.

GBT TECHNOLOGIES INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

For the Years Ended December 31, 2021 and 2020

On June 22, 2020, the Company received

a loan from the Small Business Administration under the Economic Injury Disaster Loan program related to the COVID-19 relief efforts.

The loan bears interest at 3.75 % per annum, requires monthly principal and interest payments of $ 731 after 12 months from funding

and is due 30 years from the date of issuance.

The monthly payments have been extended by the SBA to all EIDL borrowers with additional

Monthly payments will be commenced on or around June 16, 2022.

On October 1, 2021, the Company entered an Amended Loan

Authorization and Agreement with the SBA providing for the modification of the Original Note providing for monthly principal and

interest payments of $ 1,771 after 24 months from the Original Note commencing on or around June 22, 2022.

On March 17, 2022 the SBA notified it deferred the payments to all COVID-19

EIDL loans will have the first payment due extended from 24-months to 30-months from the date of the note.

Modified Note will continue to bear interest at 3.75 % per annum and is due 30 years from the date of issuance of the Original

The Modified Note is guaranteed by Douglas Davis, the former CEO of the Company and current consultant, as well as by GBT

Tokenize Corp.

The additional funding of $ 200,000 was received by the Company on October 5, 2021.

The balance of the note

at December 31, 2021 and 2020 was $ 350,000 and $ 150,000 plus accrued interest of $ 10,582 and $ 3,067 , respectively.

Notes payable, related party at December

31, 2021 and December 31, 2020 consist of the following:

Schedule of Notes payable related parties

Alpha Eda note payable

Total notes payable, related party

Unamortized debt discount

Notes payable, net, related party

Less current portion

Notes payable, net, related party, long-term portion

On November 15, 2020, the Company issued

a promissory note to Alpha Eda, LLC (“Alpha”), a related party for $140,000.

The note accrues interest at 10% per

annum, is unsecured and is due on September 30, 2021.

On June 20, 2021 Alpha and the Company extended the note maturity to December

The balance of the note at December 31, 2021 and 2020 was $140,000 and $140,000 plus accrued interest of $16,633

and $1,803, respectively.

Discounts on Promissory Note

The Company recognized interest expense

of $0 and $47,671 during the years ended December 31, 2021 and 2020, respectively, related to the amortization of the debt discount

on promissory notes.

The unamortized debt discount at December 31, 2021 and 2020 was $0.

Note 11 – Accrued Settlement

In connection with a legal matter filed

by the Investor of the $ 8,340,000 Senior Secured Redeemable Convertible Debenture, on December 23, 2019, in the pending 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 Senior

Secured Redeemable Convertible Debenture (the “Debenture”) constitute unenforceable liquidated damages penalties

and were stricken.

Further, it was determined that the Investor was entitled to recovery of their attorney’s fees.

Consequently,

the arbitrator awarded Investor an award of $ 4,034,444 plus interest of 7.25 % accrued from May 15, 2019 (presented separately

in accounts payable and accrued expenses) and costs in the amount of $ 55,613 .

(See Note 15).

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.

of the Iliad debt at December 31, 2020 was $$2,446,746, including accrued interest of $14,905.

(See Note 17 for additional extension

of this note)

Company issued promissory notes with Stanley Hills for funds received as working capital.

The notes accrue interest at 10% per

annum and were due on February 9, 2020.

On February 26, 2020, in order to induce Stanley to continue to provide funding, the Company

and Stanley entered into a letter agreement (See Note 8) providing that the debt in the amount of $1,214,900 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.

Hills note was reclassified from notes payable to convertible notes payable (See Note 8).

GBT TECHNOLOGIES

TO CONSOLIDATED FINANCIAL STATEMENTS

the Years Ended December 31, 2020 and 2019

on Promissory Note

Company recognized interest expense of $47,671 and $252,329 during the years ended December 31, 2020 and 2019, respectively, related

to the amortization of the debt discount on promissory notes.

The unamortized debt discount at December 31, 2020 was $0.

A roll-forward of the promissory notes and debt discount

from December 31, 2018 to December 31, 2020 is below:

Notes payable, December 31, 2018

Issued for cash

Original issue discount

Repayment of note payable

Debt discount related to new convertible notes

Amortization of debt discounts

Notes payable, December 31, 2019

Issued for cash

Accrued interest and penalties added to notes payable

Notes payable converted to convertible notes

Amortization of debt discounts

Notes payable, December 31, 2020

Accrued Settlement

connection with a legal matter filed by the Investor of the $8,340,000 Senior Secured Redeemable Convertible Debenture, on December

23, 2019, in the pending 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 Senior Secured Redeemable Convertible Debenture (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 (presented separately in accounts payable and accrued expenses) and costs in the amount of $55,613.

In connection with this settlement, the Company recognized a gain on the settlement of debt of $1,375,556 in 2019 as the

difference between the carrying amount of the debt and the amount awarded by the arbitrator (See Note 15).

Derivative Liability

of the convertible notes payable discussed in Note 8 have a conversion price that can be adjusted based on the Companys

stock price which results in the conversion feature being recorded as a derivative liability.

fair value of the derivative liability is recorded and shown separately under current liabilities.

Changes in the fair value of

the derivative liability is recorded in the statement of operations under other income (expense).

Company uses a weighted average Black-Scholes option pricing model with the following assumptions to measure the fair value of

derivative liability at December 31, 2020 and 2019:

In connection with this settlement,

the Company recognized a gain on the settlement of debt of $ 1,375,556 in 2019 as the difference between the carrying amount

of the debt and the amount awarded by the arbitrator (See Note 15).

The Company recorded accrued settlement of $ 4,090,057 and $ 4,090,057

at December 31, 2021 and 2020, respectively.

GBT TECHNOLOGIES INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

For the Years Ended December 31, 2021 and 2020

Note 12 - Derivative Liability

Certain of the convertible notes payable

discussed in Note 8 have a conversion price that can be adjusted based on the Company’s stock price which results in the conversion

feature being recorded as a derivative liability.

The fair value of the derivative liability

is recorded and shown separately under current liabilities.

Changes in the fair value of the derivative liability is recorded in

the statement of operations under other income (expense).

The Company uses a weighted average

Black-Scholes option pricing model with the following assumptions to measure the fair value of derivative liability at December

31, 2021 and 2020:

Schedule Of Assumptions to measure fair value

Risk free rate

0.19 - 0.39 %

Conversion/ Exercise price

$ 0.102 - 0.103

$ .008 - .0085

Dividend rate

following table represents the Companys derivative liability activity for the years ended December 31, 2019 and 2020:

The following table represents the Company’s

derivative liability activity for the years ended December 31, 2021 and 2020:

Schedule of Derivative Liabilities at Fair Value

Derivative liability balance, December 31, 2019

3 unchanged sentences

Derivative liability balance, December 31, 2020

Debt modification

Issuance of derivative liability during the period

2 unchanged sentences

Derivative liability balance, December 31, 2021

GBT TECHNOLOGIES

TO CONSOLIDATED FINANCIAL STATEMENTS

the Years Ended December 31, 2020 and 2019

Stockholders Equity

Board of Directors of the Company approved, on April 13, 2020, a reverse stock split of all of the Companys Common Stock,

pursuant to which every 50 shares of Common Stock of the Company shall be reverse split, reconstituted and converted into one

(1) share of Common Stock of the Company (the Reverse Stock Split).

The Company submitted an Issuer Company Related

Action Notification regarding the Reverse Stock Split to FINRA on April 14, 2020.

To effectuate the Reverse Stock Split,

the Company filed on April 21, 2020 a Certificate of Change Pursuant to Nevada Revised Statutes (NRS) Section 78.209

(the Certificate of Change) with the Secretary of State of the State of Nevada subject to FINRA approval.

this reverse stock split has not yet been approved by the State of Nevada, the financial statements have not been retroactively

restated to reflect this reverse stock split.

On June 8, 2020 FINRA advised the Company that such request is deficient due to

the fact that a holder of an outstanding convertible note of the Company had entered into two settlements with the Securities

and Exchange Commission that related to securities laws violations but were in no way related to the Company.

As a result, FINRA

advised that it is necessary for the protection of investors, the public interest, and to maintain fair and orderly markets that

documentation related to the Reverse Stock Split not be processed.

The Company appealed the decision made by FINRA on June 15,

Note 13- Stockholders’ Equity

The Board of Directors of the Company

approved, on April 13, 2020, a reverse stock split of all of the Company’s Common Stock, pursuant to which every 50 shares of Common

Stock of the Company shall be reverse split, reconstituted and converted into one (1) share of Common Stock of the Company (the

“Reverse Stock Split”).

The Company submitted an Issuer Company Related Action Notification regarding the Reverse Stock

Split to FINRA on April 14, 2020.

To effectuate the Reverse Stock Split, the Company filed on April 21, 2020 a Certificate of Change

Pursuant to Nevada Revised Statutes (“NRS”) Section 78.209 (the “Certificate of Change”) with the Secretary

of State of the State of Nevada subject to FINRA approval.

Since this reverse stock split has not yet been approved by the State

of Nevada, the financial statements have not been retroactively restated to reflect this reverse stock split.

On June 8, 2020 FINRA

advised the Company that such request is deficient due to the fact that a holder of an outstanding convertible note of the Company

had entered into two settlements with the Securities and Exchange Commission that related to securities laws violations but were

in no way related to the Company.

As a result, FINRA advised that it is necessary for the protection of investors, the public interest,

and to maintain fair and orderly markets that documentation related to the Reverse Stock Split not be processed.

The Company appealed

the decision made by FINRA on June 15, 2020.

On August 4, 2020, FINRA notified the Company that its appeal had been denied.

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.

October 25, 2021 FINRA approved the Reverse Stock Split and on October 26, 2021, the Company effectuated a 1 for 50 reverse

GBT TECHNOLOGIES INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

For the Years Ended December 31, 2021 and 202 0

During the year ended December 31, 2021,

the Company had the following transactions in its common stock:

an aggregate of 13,821,709 for the conversion of convertible notes of $ 5,649,000 and accrued

interest of $ 28,868 ;

● issued 245,000 shares

to consultants for services rendered.

The value of the shares of $ 281,750 was determined

based on the closing stock price of the Company’s common stock on the grant date;

● issued 14,000,000 shares

to GBT Tokenize for a joint venture agreement.

The value of the common stock of $ 15,400,000 was

determined based on the closing stock price of the Company’s 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.

(See Note 4).

The shares were valued based on the Companys stock price on the date of the agreement.

GBT TECHNOLOGIES

TO CONSOLIDATED FINANCIAL STATEMENTS

the Years Ended December 31, 2020 and 2019

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.

During 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 Company’s common

stock on the grant date.

Series B Preferred Shares

On 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 disputes.

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.

The Series B Preferred Stock has a stated

value of $100 per share and is convertible into the Company’s 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

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

As of December 31, 2021 and 2020, there

were 45,000 Series B Preferred Shares outstanding.

Series C Preferred Shares

On April 29, 2011, GV Global Communications,

(“GV”) provided funding to the Company in the aggregate principal amount of $111,000 (the “Loan”).

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.

Each 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 Company’s common stock during the 10-day trading period prior

to the conversion with a minimum conversion price of $0.02.

The 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.

contractually agreed to restrict its ability to convert the Series C Preferred Stock and receive shares of the Company’s common

stock such that the number of shares of the Company’s 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 Company’s common stock.

GBT TECHNOLOGIES INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

For the Years Ended December 31, 2021 and 2020

During 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.

GBT TECHNOLOGIES

TO CONSOLIDATED FINANCIAL STATEMENTS

the Years Ended December 31, 2020 and 2019

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.

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, 2021 and 2020, GV owns 700 Series C Preferred Shares.

The 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.

As of December 31, 2021 and 2020, there

were 700 Series C Preferred Shares outstanding.

Series D Preferred Shares

As of December 31, 2021 and 2020, there

are 0 and 0 shares of Series D Preferred Shares outstanding, respectively.

Series G Preferred Shares

As of December 31, 2021 and 2020, there

are 0 and 0 shares of Series G Preferred Shares outstanding, respectively.

Series H Preferred Shares

On 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 shareholder’s representative of GBT-CR (“Gonzalez”), entered

into and closed an Exchange Agreement (the “GBT Exchange Agreement”) pursuant to which the parties exchanged certain

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 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.

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 Company’s

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

As of December 31, 2021 and 2020, there

are 20,000 shares of Series H Preferred Shares outstanding.

GBT TECHNOLOGIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

For the Years Ended December 31, 2021 and 2020

The following is a summary of warrant

Summary of warrant activity

Outstanding, December 31, 2020

1 unchanged sentence

Exercisable, December 31, 2021

The exercise price for warrant outstanding

and exercisable at December 31, 2020:

Summary of exercise price for warrant outstanding

Equity Purchase

Agreement and Registration Rights Agreement

17, 2021 (the “Effective Date”), GBT Technologies Inc.

(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 shall 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 an number of Shares equaling 110% of the dollar amount of each Put.

The 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.

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

The Equity Financing Agreement

and the Registration Rights Agreement contain customary representations, obligations, rights, warranties, agreements and conditions of

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.

GBT TECHNOLOGIES

TO CONSOLIDATED FINANCIAL STATEMENTS

the Years Ended December 31, 2020 and 2019

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:

Risk-free interest rate

Expected life of the options

3.1 to 3.6 years

Expected volatility

Expected 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.

December 31, 2020 and 2019, the significant components of the deferred tax assets are summarized below:

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

For the Years Ended December 31, 2021 and 2020

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.

For the year ended December 31,

2021, the Company did not receive any proceeds from the equity purchase agreement.

Note 13 - Income Taxes

At December 31, 2021 and 2020, the significant components

of the deferred tax assets are summarized below:

Of Components of deferred tax assets

Deferred income tax asset

Net operation loss carryforwards

Net operating loss carryforwards

Total deferred income tax asset

valuation allowance

( 8,945,238 )

( 8,232,796 )

Total deferred income tax asset

valuation allowance increased by $808,722 and $1,606,154 in 2020 and 2019, respectively, as a result of the Company generating

additional net operating losses.

The Companys net operating loss carryforward of approximately $28,390,000 begin to expire

income tax expense reflected in the consolidated statements of income for the years 2020 and 2019.

GBT TECHNOLOGIES

TO CONSOLIDATED FINANCIAL STATEMENTS

the Years Ended December 31, 2020 and 2019

reconciliation of the effective income tax rate to the federal statutory rate for the years ended December 31, 2020 and 2019 is

The valuation allowance increased by

$ 712,442 and $ 808,722 in 2021 and 2020, respectively, as a result of the Company generating additional net operating losses.

Company’s net operating loss carryforward of approximately $ 30,845,649 begin to expire in 2025.

No income tax expense reflected in the consolidated

statements of income for the years 2021 and 2020.

The reconciliation of the effective income tax rate to the

federal statutory rate for the years ended December 31, 2021 and 2020 is as follows:

Schedule of Effective Income Tax Rate Reconciliation

Federal statutory rates

3 unchanged sentences

( 2,714,435 )

( 1,431,453 )

Permanent differences

1 unchanged sentence

Effective rate

Company periodically evaluates the likelihood of the realization of deferred tax assets, and adjusts the carrying amount of the

deferred tax assets by the valuation allowance to the extent the future realization of the deferred tax assets is not judged to

be more likely than not.

The Company considers many factors when assessing the likelihood of future realization of its deferred

tax assets, including its recent cumulative earnings experience by taxing jurisdiction, expectations of future taxable income

or loss, the carryforward periods available to the Company for tax reporting purposes, and other relevant factors.

changes in the unrecognized tax benefit will have no impact on the effective tax rate due to the existence of the valuation allowance.

The Company estimates that the unrecognized tax benefit will not change significantly within the next twelve months.

will continue to classify income tax penalties and interest as part of general and administrative expense in its consolidated

statements of operations.

There were no interest or penalties accrued as of December 31, 2020 and 2019.

Related Parties

parties are natural persons or other entities that have the ability, directly or indirectly, to control another party or exercise

significant influence over the party in making financial and operating decisions.

Related parties include other parties that are

subject to common control or that are subject to common significant influences.

the year ended December 31, 2020 and 2019, the Company paid a law firm owned by the Companys chairman $10,000 and $90,000,

respectively, for legal services.

On June 5, 2019, said chairman Mr.

Robert Yaspan resigned as Director of the Company to pursue

other interests.

April 6, 2018, the Company and Danny Rittman, Chief Technology Officer and a Director of the Company, agreed to amend his employment

agreement pursuant to which he will receive salary at the rate of $250,000 annually payable in equal increments of $15,000 per

month with an additional $70,000 to be paid within 15 days of the end of the calendar year.

September 14, 2018, the Company and Dr.

Rittman entered into a letter agreement confirming that the Company is the owner of all

intellectual property developed by Dr.

Rittman relating to the Internet of Things (IoT) and Artificial Intelligence enabled mobile

technologies, including a global platform with both mobile and fixed solutions, commencing June 16, 2015 and continuing until

Rittmans employment agreement is terminated.

September 1, 2017, the Company entered into and closed an Asset Purchase Agreement with a third party, RWJ Advanced Marketing,

LLC (RWJ), a Georgia corporation, pursuant to which the Company purchased certain assets from RWJ, including inventory,

terminals, licenses and permits and intangible assets.

The Company periodically evaluates the

likelihood of the realization of deferred tax assets, and adjusts the carrying amount of the deferred tax assets by the valuation

allowance to the extent the future realization of the deferred tax assets is not judged to be more likely than not.

considers many factors when assessing the likelihood of future realization of its deferred tax assets, including its recent cumulative

earnings experience by taxing jurisdiction, expectations of future taxable income or loss, the carryforward periods available to

the Company for tax reporting purposes, and other relevant factors.

Future changes in the unrecognized tax

benefit will have no impact on the effective tax rate due to the existence of the valuation allowance.

The Company estimates that

the unrecognized tax benefit will not change significantly within the next twelve months.

The Company will continue to classify

income tax penalties and interest as part of general and administrative expense in its consolidated statements of operations.

were no interest or penalties accrued as of December 31, 2021 and 2020.

GBT TECHNOLOGIES INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

For the Years Ended December 31, 2021 and 2020

Note 15 - Related Parties

Related parties are natural persons

or other entities that have the ability, directly or indirectly, to control another party or exercise significant influence over

the party in making financial and operating decisions.

Related parties include other parties that are subject to common control

or that are subject to common significant influences.

On August 1, 2021, the Company and Danny

Rittman, Chief Technology Officer and a Director of the Company, agreed to amend his employment agreement pursuant to which he

will receive salary at the rate of $5,000 per month.

On September 1, 2017, the Company entered

into and closed an Asset Purchase Agreement with a third party, RWJ Advanced Marketing, LLC (“RWJ”), a Georgia corporation,

pursuant to which the Company purchased certain assets from RWJ, including inventory, terminals, licenses and permits and intangible

At closing, the Company and Mr.

Greg Bauer entered into an Employment Agreement

pursuant to which Mr.

Bauer was retained as Chief Executive Officer for a term of one year, subject to an automatic extension,

unless terminated, in consideration of a base salary of $250,000 and a bonus of 10% of net profit generated by the assets acquired.

Bauer was also appointed to the Board of Directors of the Company.

Greg Bauer entered into an Employment Agreement pursuant to which Mr.

Bauer was retained

as Chief Executive Officer for a term of one year, subject to an automatic extension, unless terminated, in consideration of a

base salary of $ 250,000 and a bonus of 10% of net profit generated by the assets acquired.

Bauer was also appointed to the

Board of Directors of the Company.

As of the closing date, Mr.

Murray resigned as Chief Executive

Officer of the Company but will remain as a director of the Company.

Bauer, since 2004 through present, has served as executive

director with W.L.

Petrey Wholesale, Inc.

Murray resigned as Chief Executive Officer of the Company but will

remain as a director of the Company.

Bauer, since 2004 through present, has served as executive director with W.L.

Petrey Wholesale,

where he was in charge of the UGO/Preway operations.

The Company is in litigations in

connection with RWJ transaction –

The Company is in litigations in connection with RWJ transaction –

See Note 15 - Contingencies.

GBT TECHNOLOGIES

TO CONSOLIDATED FINANCIAL STATEMENTS

the Years Ended December 31, 2020 and 2019

January 1, 2019, the Company and Douglas Davis entered into an Amended and Restated Employment Agreement pursuant to which Mr.

Davis was retained as Chief Executive Officer.

Davis served as Interim Chief Executive Officer since July 2018 until his resignation

on April 11, 2020.

The term of Mr.

On January 1, 2019, the Company and

Douglas Davis entered into an Amended and Restated Employment Agreement pursuant to which Mr.

Davis was retained as Chief Executive

Davis served as Interim Chief Executive Officer since July 2018 until his resignation on April 11, 2020.

Davis’ employment was for two years through January 1, 2021.

Davis was entitled to

an annual base salary of $250,000, which was to be increased to $400,000 upon the Company up-listing to a national exchange.

Davis was also entitled to the issuance of Stock Options to acquire an aggregate of 50,000 shares of common stock of the Company,

exercisable for five years, subject to vesting.

The options were to be earned and vested (i) with respect to 20,000 shares of

common stock on the date hereof, (ii) 5,000 shares of common stock upon the successful dual list of the Company on an international

exchange such as SIX Zurich Stock Exchange or Euronext, (iii) 15,000 shares of common stock upon the successful up listing to

a national exchange such as the Nasdaq, NYSE Euronext, TSX, AMEX or other, and (iv) with respect to 5,000 shares of common stock

at each of the six (6) month anniversaries (July 1, 2019 and January 1, 2020).

The exercise price of such options shall be the

closing price of the Company on the date prior to such event.

October 10, 2019, the Company entered into a Joint Venture Agreement (the BitSpeed Agreement) with BitSpeed LLC,

which is owned by Douglas Davis, the Companys Chief Executive Officer, to form GBT BitSpeed Corp., a Nevada company (GBT

The purpose of GBT BitSpeed is to develop, maintain and support its proprietary Extreme Transfer Software Application

Concurrency, a software application to transfer secure, accelerated transmission of large file data over networks, and connection

to cloud storage, Network-Attached Storage (NAS) and Storage Area Networks (SANs) (Concurrency).

BitSpeed shall

contribute the services and resources for the development of Concurrency to GBT BitSpeed.

The Company shall contribute 10 million

shares of common stock (valued at $17,900,000) of the Company to GBT BitSpeed.

BitSpeed and the Company will each own 50% of GBT

The Company shall appoint two directors and BitSpeed shall appoint one director of GBT BitSpeed.

In addition, GBT BitSpeed

Davis entered into a Consulting Agreement in which Mr.

Davis is engaged to provide services in consideration of $10,000

per month payable quarterly which may be paid in shares of common stock calculated by the amount owed divided by the Companys

Davis will provide services in connection with the development of the business as well as GBT BitSpeeds

capital raising efforts.

The term of the Consulting Agreement is two years.

The closing of the BitSpeed Agreement occurred on

October 14, 2019.

On April 11, 2020, Douglas Davis resigned as Chief Executive Officer of the Company so that he may fully devote

all of his efforts to GBT Tokenize Corp., the Companys joint venture, which intends to develop a new product.

resignation was not the result of any disagreements with management or board of directors of the Company.

March 6, 2020, the Company through Greenwich, entered into the Tokenize Agreement with Tokenize, which is owned by a Costa Rica

Trust represented by 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.

Davis was entitled to an annual base salary of $ 250,000 ,

which was to be increased to $ 400,000 upon the Company up-listing to a national exchange.

Davis was also entitled to the issuance

of Stock Options to acquire an aggregate of 50,000 shares of common stock of the Company, exercisable for five years, subject to

The options were to be earned and vested (i) with respect to 20,000 shares of common stock on the date hereof, (ii) 5,000

shares of common stock upon the successful dual list of the Company on an international exchange such as SIX Zurich Stock Exchange

or Euronext, (iii) 15,000 shares of common stock upon the successful up listing to a national exchange such as the Nasdaq, NYSE

Euronext, TSX, AMEX or other, and (iv) with respect to 5,000 shares of common stock at each of the six (6) month anniversaries

(July 1, 2019 and January 1, 2020).

The exercise price of such options shall be the closing price of the Company on the date prior

to such event.

On October 10, 2019, the Company entered

into a Joint Venture Agreement (the “BitSpeed Agreement”) with BitSpeed LLC, which is owned by Douglas Davis, the Company’s

Chief Executive Officer, to form GBT BitSpeed Corp., a Nevada company (“GBT BitSpeed”).

The purpose of GBT BitSpeed is

to develop, maintain and support its proprietary Extreme Transfer Software Application Concurrency, a software application to transfer

secure, accelerated transmission of large file data over networks, and connection to cloud storage, Network-Attached Storage (NAS)

and Storage Area Networks (SANs) (“Concurrency”).

BitSpeed shall contribute the services and resources for the development

of Concurrency to GBT BitSpeed.

The Company shall contribute 10 million shares of common stock (valued at $17,900,000) of the Company

to GBT BitSpeed.

BitSpeed and the Company will each own 50% of GBT BitSpeed.

The Company shall appoint two directors and BitSpeed

shall appoint one director of GBT BitSpeed.

In addition, GBT BitSpeed and Mr.

Davis entered into a Consulting Agreement in which

Davis is engaged to provide services in consideration of $10,000 per month payable quarterly which may be paid in shares of

common stock calculated by the amount owed divided by the Company’s 20-day VWAP.

Davis will provide services in connection

with the development of the business as well as GBT BitSpeed’s capital raising efforts.

The term of the Consulting Agreement is

The closing of the BitSpeed Agreement occurred on October 14, 2019.

On April 11, 2020, Douglas Davis resigned as Chief

Executive Officer of the Company so that he may fully devote all of his efforts to GBT Tokenize Corp., the Company’s joint venture,

which intends to develop a new product.

Davis’ resignation was not the result of any disagreements with management or board

of directors of the Company.

GBT TECHNOLOGIES INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

For the Years Ended December 31, 2021 and 2020

On March 6, 2020, the Company through

Greenwich, entered into the Tokenize Agreement with Tokenize, which is owned by a Costa Rica Trust represented by 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.

of GBT Tokenize is to develop 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.

Tokenize shall contribute the services

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

The Company contributed 100,000,000 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.

In 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.

Via this Joint Venture the parties commenced

development of a development of an intelligent human vital signs device, suggested named qTerm.

The platform is an expansion

of the existing license agreement with GBT Tokenize Corp., which provided GBT Tokenize Corp.

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 63001564.

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.

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

The purpose of GBT Tokenize is to develop 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.

Tokenize shall contribute the services and resources for the development

of the Technology Portfolio to GBT Tokenize.

The Company contributed 100,000,000 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.

In 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 Company’s 10-day VWAP.

Gonzalez will provide services in connection with the development of the

business as well as GBT Tokenize’s capital raising efforts.

The term of the Consulting Agreement is two years.

The closing of the

Tokenize Agreement occurred on March 9, 2020.

Via this Joint Venture the parties commenced development of a development of an intelligent

human vital signs’ device, suggested named qTerm.

The platform is an expansion of the existing license agreement with GBT Tokenize

Corp., which provided GBT Tokenize Corp.

with an exclusive territory of California to develop certain of the Company’s technology.

As the nature of the platform cannot be restricted only to California, the Company’s 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 63001564.

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 steps.

Yello Partners Inc.

As of December 31, 2021 and 2020, the

Company has $ 385,000 and $ 230,000 owed to Yello Partners, Inc., a Company owned by the CEO.

Alpha Eda Note Payable – Related

On November 15, 2020, the Company issued

a promissory note to Alpha Eda, LLC (“Alpha”), a related party, for $ 140,000 .

The note accrues interest at 10 % per

annum, is unsecured and is due on September 30, 2021 .

On June 20, 2021 Alpha and the Company extended the note maturity to December

The balance of the note at December 31, 2021 and 2020 was $ 140,000 and $ 140,000 plus accrued interest of $ 16,633

and $ 1,803 , respectively.

Hills LLC Convertible Note Payable – Related Party

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 current note payable balance due

to Stanley in the amount of $ 1,214,900 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.

Since the conversion price will vary based on the Company’s stock price, the beneficial

conversion feature associated with this note is accounted for as a derivative liability.

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.

During the year ended December 31, 2021, Stanley converted $ 1,231,466 of its convertible note plus interest

into 4,420,758 shares of the Company’s common stock, and during the year ended December 31, 2021, Stanley loaned the

Company an additional $ 325,000 .

Also, during the year ended December 31, 2021, the Company transferred the SURG shares received

as repayment of $ 800,000 of this convertible note (See Note 4) and converted $ 126,003 of accrued interest into the principal

During the year ended December 31, 2021, Gonzalez assigned all his accrued balances of $ 424,731 to Stanley in a private

transaction that the Company is not part to (See Note 5).

The balance of the Stanley convertible note payable at December 31, 2021

and December 31, 2020 was $ 116,605 and $ 1,009,469 , respectively.

The Stanley debt is secured via a pledge agreement on the

GBT TECHNOLOGIES

TO CONSOLIDATED FINANCIAL STATEMENTS

the Years Ended December 31, 2020 and 2019

Contingencies

time to time, the Company may be involved in various litigation matters, which arise in the ordinary course of business.

is currently no litigation that management believes will have a material impact on the financial position of the Company.

or around January 30, 2019, RWJ Advanced Marketing, LLC, Greg Bauer, and Warren Jackson sued the Company and multiple third and

related parties in Superior Court of the State of California - County of Los Angeles, General District in connection with the

acquisition of UGO in September 2017.

The case number is 19STCV03320 (the Original Lawsuit).

The complaint in the

Original Lawsuit alleges breach of contract, among other causes of action.

The Company answered the complaint and filed a cross-complaint

against the plaintiffs in the case and third parties on or around February 15, 2019.

On or about September 10, 2020, the Company

through its agent of service was served with a complaint (the Company contested service) that was recently filed

against the Company and third parties by Robert Warren Jackson and Gregory Bauer in Los Angeles Superior Court Case No.:

(Second Lawsuit).

In the Original Lawsuit filed, the court rejected the plaintiffs claims that they were

filing a purported quasi-derivative lawsuit.

As such, in this current litigation, the plaintiff is now again claiming the action

is a derivative lawsuit.

On October 13, 2020, the Second Lawsuit was removed by other defendants into Central District of California

2:20−cv−09399−RGK−AGR).

On February 2, 2021 The Central District of California dismissed the

entire Second Lawsuit based on demand futility.

In the Original lawsuit, the Company filed a cross complaint against

the plaintiff and other third parties.

Recently, the court has scheduled various hearings and a trial date set for December 27,

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

For the Years Ended December 31, 2021 and 2020

Hills LLC Accounts Payable – Related Party

On March 8, 2020, SURG filed a lawsuit

against its transfer agent, Vstock from transferring millions of SURG stock that is currently in possession by the Company and

assigned to Stanley Hills, LLC.

On January 1, 2021, SURG, AltCorp and Stanley Hills, LLC (“Stanley”) entered into a Mutual

Release and Settlement Agreement (“Settlement Agreement”).

Pursuant to the terms of the Settlement Agreement, SURG agreed

to amend the AltCorp Exchange Agreement where SURG acknowledged a debt of $ 3,300,000 (the “Debt”) to be paid in 33 monthly

payments of $ 100,000 payable in shares of common stock of SURG at a per share price equal the volume weighted average price of

Surg’s common stock during the ten (10) trading days immediately preceding the issuance.

SURG paid $ 400,000 in cash and $ 800,000

The SURG common stock issued to Altcorp have been pledged since August 12, 2020 for the benefit of Stanley to secure

Stanley’s note payable by the Company.

Accordingly, the SURG Common Stock issued to AltCorp as a result of the Settlement Agreement

were pledged to Stanley.

As of December 31, 2021 there were no surge shares pledges after the final settlement signed on December

22, 2021 and that replaced all prior settlement agreement.

The final settlement SURG agreed to make total payments of $ 4,200,000

to the Company on or prior to January 7, 2022.

This $4.2 million amount consists of $450,000 paid by SURG in November and December

2021, $100,000 to be paid on or about January 4, 2022, and $3,650,000 to be paid on or prior to January 7, 2022 of which $375,000

will be held in escrow as described before.

The $ 3,750,000 was recorded as other receivable as of December 31, 2021.

As of December

31, 2021, the Company has recorded an outstanding payable balance to Stanley amounted $ 1,862,928 recorded under accrued expenses.

Sales for both the years ended December

31, 2021 and 2020 were $ 180,000 .

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

Note 16 - Contingencies

Legal Proceedings

From time to time, the Company may be

involved in various litigation matters, which arise in the ordinary course of business.

There is currently no litigation that management

believes will have a material impact on the financial position of the Company.

On or around January 30, 2019, RWJ Advanced

Marketing, LLC, Greg Bauer, and Warren Jackson sued the Company and multiple third and related parties in Superior Court of the

State of California - County of Los Angeles, General District in connection with the acquisition of UGO in September 2017.

case number is 19STCV03320 (the “Original Lawsuit”).

The complaint in the Original Lawsuit alleges breach of contract,

among other causes of action.

The Company answered the complaint and filed a cross-complaint against the plaintiffs in the case

and third parties on or around February 15, 2019.

On or about September 10, 2020, the Company through its agent of service was

“served” with a complaint (the Company contested service) that was recently filed against the Company and third parties

by Robert Warren Jackson and Gregory Bauer in Los Angeles Superior Court Case No.:

20STCV32709 (“Second Lawsuit”).

the Original Lawsuit filed, the court rejected the plaintiff’s claims that they were filing a purported quasi-derivative lawsuit.

As such, in this current litigation, the plaintiff is now again claiming the action is a derivative lawsuit.

On October 13, 2020,

the Second Lawsuit was removed by other defendants into Central District of California (CASE NO.

2:20−cv−09399−RGK−AGR).

On February 2, 2021 the Central District of California dismissed the entire Second Lawsuit based on “demand futility”.

In the Original lawsuit, the Company filed a cross complaint against the plaintiff and other third parties.

Recently, the court

has scheduled various hearings and a trial date set for December 27, 2021 which was later continued by the Court to September 28,

It was the Company’s intention to dividend its holdings of its wholly owned subsidiary Ugopherservices Corp.

As UGO is the main dispute in the litigations described above, the Company has elected to sell UGO to a third-party effective

July 1, 2020 (See Note 3).

On September 17, 2020, the Company terminated Greg Bauer as consultant (resulting from the sale of

UGO), which he confirmed in writing.

the sale of UGO (See Note 3), the Company noticed third parties (including SURG, via its asset manager) to wire the UGO funds

to its new bank account.

SURG never answered the notice.

The Company noticed certain third parties that it intends to take legal

actions to resolve this issue.

On November 12, 2020 the Company filed a complaint in the United States District Court –

As UGO is the main dispute in the litigations described above, the Company has elected to sell UGO to a third-party effective July

1, 2020 (See Note 3).

On September 17, 2020, the Company terminated Greg Bauer as consultant (resulting from the sale of UGO),

which he confirmed in writing.

On or about June 14, 2021 the Company stipulated with plaintiff that all third parties will be released

and plaintiff may file a new first amendment complaint that will name only the Company.

As such, all third parties other than prior

transfer agent of the Company have been dismissed from this litigation.

GBT TECHNOLOGIES INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

For the Years Ended December 31, 2021 and 2020

Following the sale of UGO (See Note

3), the Company noticed third parties (including SURG, via its asset manager) to wire the UGO funds to its new bank account.

never answered the notice.

SURG is the clearing house for UGO.The Company noticed certain third parties that it intends to take

legal actions to resolve this issue.

On November 12, 2020 the Company filed a complaint in the United States District Court –

District of Nevada - Case 2:20-cv-02078 against RWJ, Mr.

Jackson and against W.L.

Petrey Wholesale Company Inc for

fraud, breach of contract, Unjust Enrichment and other claims.

GBT TECHNOLOGIES

TO CONSOLIDATED FINANCIAL STATEMENTS

the Years Ended December 31, 2020 and 2019

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 –

Petrey Wholesale Company Inc for fraud,

breach of contract, Unjust Enrichment and other claims.

On January 28, 2022 the court awarded the Company with injunction against

RWJ defendants, where all fee funds generating from resale should be deposited into GBT blocked account, and therefore RWJ defendants

cannot use these funds without court order.

On 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 Company’s outstanding common stock immediately after exercise.

The outstanding

principal amount may be converted at any time into shares of the Company’s 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:

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 “Notice”).

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 attorney’s 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 of $ 55,613 .

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 Investor’s application to confirm the Final Award filed in the U.S.

District Court of the Virgin Islands

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:

On February 27, 2020, the Nevada Court denied the Company’s

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 Investor’s 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’s 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 Company’s 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

The Company filed an answer on August 11, 2020.

October 16, 2020, Investor motion for attorneys $48,844 and costs $716 was denied.

Technologies, S.A.

September 14, 2018, the Company entered into an Exclusive Intellectual Property License and Royalty Agreement (the GBT

License Agreement) with GBT-CR, a fully compliant and regulated crypto currency exchange platform that currently operates

in Costa Rica as a decentralized crypto currency platform, pursuant to which, among other things, the Company granted to GBT-CR

an exclusive, royalty-bearing right and license relating intellectual property relating to systems and methods of converting electronic

transmissions into digital currency as reflected in that certain patent filed with the United Stated Patent and Trademark Office

on or about June 14, 2018 (EFS ID:

On October 16, 2020, Investor motion for attorneys $ 48,844 and

costs $ 716 was denied.

This case is still pending with the Federal court and the Court has not taken any substantive action

in the matter as of the date of this report.

GBT TECHNOLOGIES INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

For the Years Ended December 31, 2021 and 2020

GBT Technologies, S.A.

14, 2018, the Company entered into an Exclusive Intellectual Property License and Royalty Agreement (the “GBT License Agreement”)

with GBT-CR, a fully compliant and regulated crypto currency exchange platform that currently operates in Costa Rica as a decentralized

crypto currency platform, pursuant to which, among other things, the Company granted to GBT-CR an exclusive, royalty-bearing right

and license relating intellectual property relating to systems and methods of converting electronic transmissions into digital

currency as reflected in that certain patent filed with the United Stated Patent and Trademark Office on or about June 14, 2018

Application Number:

1 unchanged sentence

Confirmation Number:

6787)(collectively, the Digital Currently Technology).

Pursuant to the GBT License Agreement, the Company granted

GBT-CR an exclusive worldwide license to use the Digital Currency Technology to make, use, sell, lease or otherwise commercialize

and dispose of products and devices utilizing the Digital Currently Technology.

Under the terms of the GBT License Agreement,

the Company is entitled to receive a royalty payment of 2% of gross revenue of each licensed product sold by GBT-CR during the

period starting in which revenue is first generated using the licensed products and continuing for five years thereafter.

signing the GBT-CR License Agreement, GBT-CR paid the Company $300,000 which is nonrefundable.

The Company has recognized the

$300,000 as revenue during the years ended December 31, 2018.

Upon GBT-CR making available for sale (the Commercial Event)

an ICO (Initial Coin Offering) (the Coin), GBT-CR will make a payment to the Company in the amount of $5,000,000.

Further, upon the Commercial Event, GBT-CR will grant the Company the ability to acquire 30% of the Coin at a 30% discount of

such offering price of the Coin.

The GBT License Agreement commenced as of the signing date and, unless terminated in accordance

with the termination provisions of the GBT License Agreement, shall remain in force until the expiration of the patent pertaining

to the Digital Currency Technology;

provided that the right to use trade secrets shall survive the expiration of the GBT License

Agreement provided the Company has not terminated.

Prior to the signing of the GBT License Agreement, GBT-CR advanced $200,000

to the Company, which the parties have agreed will be applied toward the $5,000,000 fee when it becomes due.

The $200,000 is recorded

as unearned revenue at December 31, 2018 and reclassified to accrued expense at December 31, 2019.

On February 27, 2020 GBT Technologies,

S.A., as successor in interest to Hermes Roll, LLC had notified the Company that it was in default on its Amended and Restated

Territorial License Agreement (ARTLA) dated June 15, 2015 and that the ARTLA had been cancelled and rescinded.

GBT TECHNOLOGIES

TO CONSOLIDATED FINANCIAL STATEMENTS

the Years Ended December 31, 2020 and 2019

connection with SURG Exchange Agreement (see Note 4) - On November 4, 2020, Altcorp and Stanley filed an Ex Parte Motion In the

District Court, Clark County, Nevada (Case No:

6787)(collectively, the

“Digital Currently Technology”).

Pursuant to the GBT License Agreement, the Company granted GBT-CR an exclusive worldwide

license to use the Digital Currency Technology to make, use, sell, lease or otherwise commercialize and dispose of products and

devices utilizing the Digital Currently Technology.

Under the terms of the GBT License Agreement, the Company is entitled to receive

a royalty payment of 2% of gross revenue of each licensed product sold by GBT-CR during the period starting in which revenue is

first generated using the licensed products and continuing for five years thereafter.

Upon signing the GBT-CR License Agreement,

GBT-CR paid the Company $ 300,000 which is nonrefundable.

The Company has recognized the $300,000 as revenue during the years

ended December 31, 2018.

Upon GBT-CR making available for sale (the “Commercial Event”) an ICO (Initial Coin Offering)

(the “Coin”), GBT-CR will make a payment to the Company in the amount of $ 5,000,000 .

Further, upon the Commercial Event,

GBT-CR will grant the Company the ability to acquire 30% of the Coin at a 30% discount of such offering price of the Coin.

GBT License Agreement commenced as of the signing date and, unless terminated in accordance with the termination provisions of

the GBT License Agreement, shall remain in force until the expiration of the patent pertaining to the Digital Currency Technology;

provided that the right to use trade secrets shall survive the expiration of the GBT License Agreement provided the Company has

not terminated.

Prior to the signing of the GBT License Agreement, GBT-CR advanced $ 200,000 to the Company, which the parties

have agreed will be applied toward the $5,000,000 fee when it becomes due.

The $200,000 is recorded as unearned revenue at

December 31, 2018 and reclassified to accrued expense at December 31, 2019.

On February 27, 2020 GBT Technologies, S.A., as successor

in interest to Hermes Roll, LLC had notified the Company that it was in default on its Amended and Restated Territorial License

Agreement (“ARTLA”) dated June 15, 2015 and that the ARTLA had been cancelled and rescinded.

In connection with SURG Exchange Agreement

(see Note 4) - On November 4, 2020, Altcorp and Stanley filed an Ex Parte Motion in the District Court, Clark County, Nevada (Case

A-20-823039-B, in Dep No:

43) to appoint receiver and issue a temporary restraining

Order against SURG and its transfer agent for alleged defaults on prior exchange agreement.

On December 4, 2020, the parties entered

an interim agreement which set the material terms of the settlement.

A final settlement was achieved per the interim agreement

terms on January 1, 2021 (see Note 17).

On March 4, 2021 the Company filed a motion to enforce settlement agreements, as the Company

alleged that SURG owes an additional $240,000 which is due and owing under the settlement agreements.

Concentrations

Concentration

of Credit Risk

instruments, which potentially subject the Company to a concentration of credit risk, consist principally of temporary cash investments.

There have been no losses in these accounts through December 31, 2020.

Subsequent Events

has evaluated events that occurred subsequent to the end of the reporting period shown herein:

January 1, 2021 SURG, AltCorp and Stanley entered into a Mutual Release and Settlement Agreement (Settlement Agreement).

Pursuant to the terms of the Settlement Agreement, SURG agreed to amend the AltCorp Exchange Agreement where SURG acknowledged

a debt of $3,300,000 (the Debt) to be paid via 33 monthly payments of $100,000 payable in shares of common stock

of SURG at a per share price equal the volume weighted average price of SURGs common stock during the ten (10) trading

days immediately preceding the issuance.

At the end of the 33rd month, if AltCorp has not realized gross, pre-tax proceeds at

least equal to the amount of the Debt, SURG shall transfer to AltCorp and/or its designee additional shares of SURGs common

stock necessary to satisfy the Debt.

To the date of this report, SURG has made three payments per the settlement agreements.

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.

43) to appoint receiver and issue a temporary restraining Order against SURG and its transfer agent

for alleged defaults on prior exchange agreement.

On December 4, 2020, the parties entered an interim agreement which set the material

terms of the settlement.

A final settlement was achieved per the interim agreement terms on January 1, 2021.

On March 4, 2021 the

Company filed a motion to enforce settlement agreements, as the Company alleged that SURG owes an additional $240,000 which is

due and owing under the settlement agreements.

On June 24, 2021 per the June 23, 2020

Agreement, the Company together with AltCorp sent SURG and its transfer agent via registered mail, a true-up shares demand for

an additional 14,870,370 SURG shares as calculated per the Agreement.

As of the filing date of this report, SURG’s transfer agent

did not answer the Company’s request.

Subsequently, SURG was a party to two lawsuits

in state District Court, the Eighth Judicial District Court for Clark County, Nevada involving AltCorp, Stanley and Glen Eagles

Acquisition LP (the “AltCorp Parties.”).

Each of these lawsuits were ultimately disputes relating to the total consideration

SURG was to pay the Company under the APA.

On October 18, 2021, the AltCorp Parties, the

Company, and SURG entered into a Memorandum of Understanding (the “MOU”) to set up a framework for an attempt to settle

the two lawsuits.

On December 22, 2021 (the “Effective

Date”), pursuant to the framework in the MOU, the AltCorp Parties (and an additional third party), the Company, ECS, and SURG,

Kevin Brian Cox (SURG’s Chief Executive Officer) - in his individual capacity, entered into a Resolution of Purchase, Mutual Release,

and Settlement Agreement (the “Final Settlement Agreement”) to settle the two lawsuits and resolve all disputes related

to the consideration paid by SURG to the Company in connection with the APA.

On or about July 9, 2021 the Company filed

a lawsuit in District Court in Clack County Nevada – Department 19 (Case number A-21-837631-C) against Terry Taylor and TTSG

Holdings, Inc for breach of contract, breach of covenant of Good Faith and Fair Dealing, Unjust Enrichment and declaratory relief

for failure of providing consulting services per contract they entered.

The Company is demanding the return of 12,000,000 shares

issued, return of the $ 5,000 payments, recission of the consulting agreement, and attorney’s fees and costs.

The lawsuit is still

pending as of the date of this report.

GBT TECHNOLOGIES INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

For the Years Ended December 31, 2021 and 2020

Note 17 – Concentrations

Concentration of Credit Risk

Financial instruments, which potentially subject

the Company to a concentration of credit risk, consist principally of temporary cash investments.

There have been no losses in

these accounts through December 31, 2021 and 2020.

Liquidity risk

The Company has an accumulated

deficit of $ 304,581,773 and has a working capital deficit of $ 28,388,580 as of December 31, 2021, which raises substantial doubt

about its ability to continue as a going concern as the Company does not have sufficient funds to discharge its current liabilities.

For the years ended December 31, 2021 and 2020,

our Company earned net revenues of $ 180,000 and $ 180,000 respectively.

All these revenues were derived from one customer., a related

Note 18 - Subsequent Events

7, 2022, the Company received payments from Surgepays Inc.

(formerly known as Surge Holdings,

Inc.) in total of $ 3,750,000 p ursuant to the terms of the Settlement Agreement dated December

The final settlement of $ 3,750,000 was received by the Company in 2022 and paid out $ 2,650,000 to the third parties in

On January 28, 2022, the Company entered into a Stock Purchase Agreement with Marko Radisic (the “Seller”) and Touchpoint Group

Holdings, Inc.

(“Touchpoint”) pursuant to which the Company acquired 10,000 shares of Series A Convertible Preferred

Stock (the “Touchpoint Preferred”) from the Seller in consideration of $ 125,000 .

The Touchpoint Preferred is convertible

into 10,000,000 shares of common stock of Touchpoint and cannot be diluted regardless of any future corporate action by Touchpoint.

Accordingly, the Touchpoint Preferred will always convertible into 10,000,000 shares of common stock of Touchpoint as if no corporate

action has occurred.

Touchpoint converted the Touchpoint Preferred into 10,000,000 shares of common stock of Touchpoint on February

23,2022 resulting in the Company owning 20,000,000 shares of common stock of Touchpoint at this time.

On February 18, 2022,

the Company, effective March 1, 2022 entered into a Revenue Sharing Agreement (“RSA”) with Mahaser LTD.

pursuant to which the Company acquired the opportunity to share in revenues generated by MAHASER with respect to e-commerce sales through

the world biggest online retail platform in the United States of America.

MAHASER owns an e-commerce platform as a store which is the

legal, exclusive owner of Ravenholm Electronics.

The Company will operate the e-commerce platform and will be entitled to 95% for all

revenue generated by and received by MAHASER for the period from March 1, 2022 through December 31, 2022.

The RSA provides that the Company

will be entitled to appoint a manager to MAHASER.

As consideration, the Company will pay MAHASER $ 100,000

no later than March 1, 2022 and issue MAHASER 1,000,000

shares of the Company’s restricted common stock.

The Company shall have no obligations to make any further payments to MAHASER.

For any further extensions, the Company will have the option to extend the RSA for annual payment of $ 200,000 ,

which can be payable with the Company’s shares of common stock payable based on 20 days VWAP prior to issuance.

2022 the parties entered into Amendment No.

1 to the to the RSA, where all consideration to be paid or issued to MAHASER will be deferred

until such time where the e-commerce platform generated in cumulative revenue of $ 1,000,000 .

GBT TECHNOLOGIES

TO CONSOLIDATED FINANCIAL STATEMENTS

the Years Ended December 31, 2020 and 2019

January 19, 2021 the Company entered into consulting agreements with two third-party consultants.

The executive officers of the

Company conducted an extensive search and has explored all possible avenues of financing and in order to fully-implement its business

plan it has determined that for its best interest to engage two outside consultants to identify investors as an accredited investor,

under Section 4(a)(2) of the Securities Act of 1933, as amended (the Private Offering) is in the best interest of

The terms of the agreements are for one consultant a 12,000,000 Company one-time new shares issuance and $1,000 cash

monthly payment, and to the second consultant 250,000 Company one-time new shares issuance, along with additional 30,000 new issuance

per quarter, and $500 cash monthly payment.

The company issued to the consultants the 12,250,000 restricted stock on February

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.

to December 31, 2020, the Company issued 224,185,847 shares of common stock in exchange for $3,116,668 of convertible notes payable

and $6,180 of accrued interest.

Included in these amounts are the conversions of the Redstart Note No.

1 and Redstart Note No.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

For the Years Ended December 31, 2021 and 2020

22, 2022, the Company entered into an Intellectual Property License and Royalty Agreement with Touchpoint Group Holdings,

(“Touchpoint” or “TGHI”) pursuant to which the Company granted TGHI a worldwide license for its technologies

for a term of five years in the domains of Internet of Things (IoT) and Artificial Intelligence enabled mobile technologies pertaining

to the Company’s digital currency technology (the “Technology”).

GBT will charge TGHI earned royalties based on actual

uses by TGHI of the Technology resulting from revenue attributable to the use, performance or other exploitation of the Technology,

to the extent applicable, after deducting any taxes that the Company may be required to collect, and deducting any international

sales, goods and services, value added taxes or similar taxes which the Company is required to pay, if any, excluding deductions

for taxes on the Company net income.

TGHI agreed to issue the Company 10,000,000 shares of common stock of TGHI in consideration

of the Company entering this Intellectual Property License and Royalty Agreement.

Gregory Mancuso and Rainer AG

On or about February 2, 2022, GBT was

served with a First Amended Complaint (the “Complaint”) initiated by Gregory Mancuso and Rainer AG, a Swiss corporation,

21SMCV01430, filed in the Superior Court of the State of California for the County of Los Angeles.

The Complaint names

a number of different parties, including GBT, and asserts, among other things, claims for conversion, unjust enrichment, breach

of contract, and breach of implied covenant of fair dealing, which Plaintiffs allege arise out of a brokerage agreement entered

into between Plaintiff Rainer AG and co-defendant Consul Group re Dos Mil Veintiuno S.R.L (“Consul”).

GBT was sued under

an alter ego theory of liability, and its only involvement in the above-referenced chain of events seems to be that its shares

were deposited with Rainer by Consul upon the opening of the brokerage account.

GBT’s responsive pleading is due on March 17, 2022.

GBT will be filling a demurrer to the First Amended Complaint based on a variety of deficiencies with the First Amended Complaint,

and will ask the Court to dismiss the claims against GBT.

The Company issued 463,303 shares

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

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 9A. Controls and Procedures