GBT Technologies Inc. 10-K

ITEM 5. MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES. The Company is authorized to issue 10,000,000,000 of its $0.00001 par value common stock and 20,000,000 shares of its $0.00001 par value preferred stock Series B and 10,000 shares of its $0.00001 par value preferred stock Series C, 100,000 shares of its $0.00001 par value preferred Series D shares, 2,000,000 of its $0.00001 par value preferred Series G shares and 40,000 of its $0.00001 par value preferred Series H shares. As of December 31, 2022, 1,535,593,440 shares of common stock, as well as 45,000 shares of preferred stock Series B, 700 shares of preferred stock Series C, zero shares of preferred stock Series D, zero shares of preferred stock Series G and 20,000 shares of preferred stock Series H were issued and outstanding. The Board of Directors reserves the right to issue shares of preferred stock in the future indicating preference or rights as appropriate. Market Information Our common stock commenced quotation on the OTC PINK under the symbol “GTCH”. The Company’s subsequent symbol was “GOPH”. The following table sets forth the range of high and low prices per share of our common stock for each period indicated (after given effect to reverse split of 1 for 100 split in 2019 and 1 for 50 in 2021) Quarters Ended Mar 31 Jun 30 Sep 30 Dec 31 High Low High Low High Low High Low 2022 $ 0.350 $ 0.107 $ 0.114 $ 0.002 $ 0.007 $ 0.001 $ 0.002 $ 0.001 2021 $ 5.00 $ 0.75 $ 1.70 $ 0.75 $ 0.90 $ 0.35 $ 0.40 $ 0.09 Record Holders The number of holders of record for our common stock as of December 31, 2022 was 92. Dividends The Company has not yet adopted any policy regarding payment of dividends. No cash dividends have been paid or declared since the Date of Inception. Securities Authorized for Issuance Under Equity Compensation Plans We presently do not have equity compensation plans authorized. 32 Transfer agent change The Company transfer agent is Nevada Agency and Transfer Company (“NATCO”) with a business address at 50 West Liberty Street, Suite 880, Reno NV 89501; NATCO’s website is www.natco.com, and their phone number is (775) 322-0626. Penny Stock Our common stock is considered “penny stock” under the rules of the SEC under the Securities Exchange Act of 1934. The SEC adopted rules that regulate broker-dealer practices in connection with transactions in penny stocks. Penny stocks are generally equity securities with a price of less than $5, other than securities registered on certain national securities exchanges or quoted on the NASDAQ Stock Market System, provided that current price and volume information with respect to transactions in such securities is provided by the exchange or quotation system. The penny stock rules require a broker-dealer, prior to a transaction in a penny stock, to deliver a standardized risk disclosure document prepared by the Commission, that: ● contains a description of the nature and level of risks in the market for penny stocks in both public offerings and secondary trading; ● contains a description of the broker’s or dealer’s duties to the customer and of the rights and remedies available to the customer with respect to a violation to such duties or other requirements of Securities’ laws; contains a brief, clear, narrative description of a dealer market, including bid and ask prices for penny stocks and the significance of the spread between the bid and ask price; ● contains a toll-free telephone number for inquiries on disciplinary actions; ● defines significant terms in the disclosure document or in the conduct of trading in penny stocks; and ● contains such other information and is in such form, including language, type, size and format, as the Commission shall require by rule or regulation. The broker-dealer also must provide, prior to effecting any transaction in a penny stock, the customer with: ● bid and offer quotations for the penny stock; ● the compensation of the broker-dealer and its salesperson in the transaction; ● the number of shares to which such bid and ask prices apply, or other comparable information relating to the depth and liquidity of the marker for such stock; and ● monthly account statements showing the market value of each penny stock held in the customer’s account. 33 In addition, the penny stock rules that require that prior to a transaction in a penny stock not otherwise exempt from those rules; the broker-dealer must make a special written determination that the penny stock is a suitable investment for the purchaser and receive the purchaser’s written acknowledgement of the receipt of a risk disclosure statement, a written agreement to transactions involving penny stocks, and a signed and dated copy of a written suitably statement. These disclosure requirements may have the effect of reducing the trading activity in the secondary market for our stock. Recent Issuances of Unregistered Securities For the year ended December 31, 2022, the Company issued 222,091,971 shares of Company common stock upon the conversion of the convertible promissory note and accrued interest to 1800 Diagonal Lending. For the year ended December 31, 2022, the Company issued 150,000,000 shares of Company common stock to GBT Tokenize for joint venture agreement between Magic International Argentina FC, S.L. The value of the shares of $1,500 was determined based on the FV of the Company’s common stock. For the year ended December 31, 2022, the Company issued 5,500,000 shares of Company common stock to GHS from the Equity Financing Agreement for gross consideration of $231,868, The value of the shares of was determined based on the Equity Financing . For the year ended December 31, 2022, the Company issued 500,000,000 shares of Company common stock to Metaverse for certain equity method investment. The value of the shares of $5,000 was determined based on the FV of the Company’s common stock. For the year ended December 31, 2022, the Company issued 8,580,434 shares of Company common stock upon the conversion of the convertible promissory note and accrued interest to Stanley Hills. For the year ended December 31, 2022, the Company issued 26,343,190 shares of Company common stock upon the conversion of the convertible promissory note and accrued interest to Redstart. For the year ended December 31, 2022, the Company issued 590,117,647 shares of Company common stock upon the conversion of the convertible promissory note and accrued interest to IGOR Corp. 34 We claimed exemption from registration under the Securities Act for the sales and issuances of these securities under Section 4(a)(2) of the Securities Act and/or Regulation D promulgated thereunder, in that such sales and issuances did not involve a public offering. All of the purchasers of unregistered securities for which we relied on Section 4(a)(2) and/or Regulation D represented that they were accredited investors as defined under the Securities Act. We claimed such exemption on the basis that (a) the purchasers in each case represented that they intended to acquire the securities for investment only and not with a view to the distribution thereof and that they either received adequate information about the registrant or had access, through employment or other relationships, to such information and (b) appropriate legends were affixed to the stock certificates issued in such transactions. ITEM 6. RESERVED