GTCH filing — read by section

United
States 

 Securities
and Exchange Commission 

 Washington, D.C. 20549 

 Form 10-Q 

 (Mark One) 
 
 ☒ 
 QUARTERLY
REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 

 For
the quarterly period ended June 30, 2023 

 ☐ 
 TRANSITION
REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 

 Commissions file number: 000-54530 

 GBT TECHNOLOGIES INC. 

 (Exact name of registrant as specified in its charter)

 Nevada 
 27-0603137 

 State or other jurisdiction
of 
 I.R.S. Employer Identification
Number 

 incorporation or organization 
 
 2450 Colorado Ave. , Suite 100E , Santa Monica , CA 
 90404 

 (Address of principal executive offices)

 Issuer ’s telephone number: 
 
 888 - 685-7336 

 Securities registered pursuant
to Section 12(b) of the Act: Not applicable.

 Title
 of each class 
 Trading
 Symbol 
 Name
 of each exchange on which registered 

 Not
 applicable. 
 
 Indicate by check mark whether the registrant (1)
has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months
(or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements
for the past 90 days. Yes ☒ No ☐ 

 Indicate by check mark whether the registrant has submitted electronically
every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the
preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒
☐ No

 Indicate by check mark whether the registrant is a large accelerated filer,
an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,”
“accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.

 Large accelerated filer ☐ 
 Accelerated filer ☐ 
 
 Non-accelerated filer ☒ 
 Smaller reporting company ☒ 
 Emerging growth company ☐ 

 If an emerging growth company, indicate by check mark
if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards
provided pursuant to Section 13(a) of the Exchange Act. ☐ 

 Indicate by check mark whether the registrant is a
shell company (as defined in Rule 12b-2 of Exchange Act). Yes ☐ 
 No ☒ 

 State the number of shares outstanding of each of
the issuer’s classes of common equity, as of the latest practicable date:

 Common Stock,
$0.00001 par value 
 6,703,695,062 Common Shares 

 (Class) 
 (Outstanding at August 15, 2023) 

 GBT TECHNOLOGIES INC. 

 TABLE OF CONTENTS 

 PART I. 
 Financial Information 
 
 Page 

 Item 1. 
 Condensed Consolidated Financial Statements 
 
 2 

 Condensed Consolidated Balance Sheets as of June 30, 2023 (unaudited) and December 31, 2022 
 
 2 

 Condensed Consolidated Statements of Operations for the three and six months ended June 30, 2023 and 2022 (unaudited) 
 
 3 

 Condensed Consolidated Statements of Stockholder’s Deficit for the three and six months Ended June 30, 2023 and 2022 (unaudited) 
 
 4 

 Condensed Consolidated Statements of Cash Flows for the six months Ended June 30, 2023 and 2022 (unaudited) 
 
 5 

 Notes to Condensed Consolidated Financial Statements (unaudited) 
 
 6 

 Item 2. 
 Management’s Discussion and Analysis of Financial Condition and Results of Operations 
 
 35 

 Item 3. 
 Quantitative and Qualitative Disclosures about Market Risk 
 
 38 

 Item 4. 
 Controls and Procedures 
 
 38 

 PART II. 
 Other Information 
 
 40 

 Signatures 
 
 48 

 1 

 Item 1: Condensed consolidated financial statements

 GBT TECHNOLOGIES INC. 

 UNAUDITED CONDENSED CONSOLIDATED BALANCE SHEETS 

 ASSETS 
 
 June
30, 
 
 December
31, 

 2023 
 
 2022 

 (Unaudited) 
 
 (Audited) 

 Current
Assets: 
 
 Cash 
 
 $ 
 44,068 
 
 $ 
 106,639 
 
 Accounts
Receivable 
 
 35,536 
 
 25,244 
 
 Inventory 
 
 12,860 
 
 11,569 
 
 Prepaid 
 
 52,000 
 
 12,500 
 
 Note
receivable 
 
 197,216 
 
 198,475 
 
 Other
Current Assets 
 
 452 
 
 — 
 
 Marketable
securities 
 
 12,506 
 
 16,198 
 
 Total
current assets 
 
 354,638 
 
 370,625 
 
 Total
assets 
 
 $ 
 354,638 
 
 $ 
 370,625 
 
 LIABILITIES
AND STOCKHOLDERS’ DEFICIT 
 
 Current
Liabilities: 
 
 Accounts payable and accrued expenses 
 
 $ 
 5,789,679 
 
 $ 
 6,240,634 
 
 Accrued
settlement 
 
 4,090,057 
 
 4,090,057 
 
 Unearned
revenue 
 
 — 
 
 48,921 
 
 Contract
liabilities 
 
 36,444 
 
 41,444 
 
 Convertible notes payable, current, net 
 
 5,964,806 
 
 6,397,727 
 
 Convertible notes payable, related party, net 
 
 708,395 
 
 116,605 
 
 Notes payable, current, net 
 
 122,093 
 
 41,137 
 
 Notes
payable, related party 
 
 140,000 
 
 140,000 
 
 Due
to related party 
 
 91,332 
 
 62,003 
 
 Derivative
liability 
 
 14,109,864 
 
 1,714,143 
 
 Total
current liabilities 
 
 31,052,670 
 
 18,892,671 
 
 Non-Current
Liabilities: 
 
 Convertible note payable, noncurrent, net 
 
 7,415 
 
 — 
 
 Note payable, noncurrent, net 
 
 303,333 
 
 308,863 
 
 Total
noncurrent liabilities 
 
 310,748 
 
 308,863 
 
 Total
liabilities 
 
 31,363,418 
 
 19,201,534 
 
 Stockholders’
Deficit: 
 
 Series
B Preferred stock, $ 0.00001 par value; 20,000,000 shares authorized; 
 
 45,000 
and 45,000 shares issued and outstanding at June 30, 2023 and December 31, 2022, respectively 
 
 — 
 
 — 
 
 Series
C Preferred stock, $ 0.00001 par value; 10,000 shares authorized; 
 
 700 
and 700 shares issued and outstanding at June 30, 2023 and December 31, 2022, respectively 
 
 — 
 
 — 
 
 Series
D Preferred stock, $ 0.00001 par value; 100,000 shares authorized; 
 
 0 
and 0 shares issued and outstanding at June 30, 2023 and December 31, 2022, respectively 
 
 — 
 
 — 
 
 Series
G Preferred stock, $ 0.00001 par value; 2,000,000 shares authorized; 
 
 0 
and 0 shares issued and outstanding at June 30, 2023 and December 31, 2022, respectively 
 
 — 
 
 — 
 
 Series
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 June 30, 2023 and December 31, 2022, respectively 
 
 — 
 
 — 
 
 Common
stock, $ 0.00001 par value; 2,000,000,000 shares authorized; 1,535,593,440 and 33,200,198 shares
 issued and outstanding at June 30, 2023 and December 31, 2022, respectively 
 
 55,508 
 
 15,356 
 
 Treasury
stock, at cost; 21 shares at June 30, 2023 and December 31, 2022, respectively 
 
 ( 643,059 
 ) 
 
 ( 643,059 
 ) 

 Stock
loan receivable 
 
 ( 7,610,147 
 ) 
 
 ( 7,610,147 
 ) 

 Additional
paid in capital 
 
 291,992,310 
 
 288,664,858 
 
 Accumulated
deficit 
 
 ( 314,847,007 
 ) 
 
 ( 299,257,917 
 ) 

 Total
stockholders’ deficit 
 
 ( 31,052,395 
 ) 
 
 ( 18,830,909 
 ) 

 Non-Controlling
Interest 
 
 43,614 
 
 — 
 
 Total
stockholders’ deficit attributable to GBT Technologies, Inc. 
 
 ( 31,008,781 
 ) 
 
 ( 18,830,909 
 ) 

 Total
liabilities and stockholders’ deficit 
 
 $ 
 354,638 
 
 $ 
 370,625 
 
 The accompanying footnotes are an integral part
of the unaudited condensed consolidated financial statements.

 2 

 GBT TECHNOLOGIES INC. 

 CONSOLIDATED STATEMENT OF OPERATIONS 

 (Unaudited) 

 Three
Months Ended June 30, 
 
 Six
months ended June 30, 

 2023 
 
 2022 
 
 2023 
 
 2022 

 Sales 
 
 $ 
 131,419 
 
 $ 
 344,981 
 
 $ 
 349,204 
 
 $ 
 569,951 
 
 Sales
- related party 
 
 — 
 
 — 
 
 — 
 
 45,000 
 
 Total
sales 
 
 131,419 
 
 344,981 
 
 349,204 
 
 614,951 
 
 Cost
of goods sold 
 
 148,827 
 
 179,471 
 
 324,918 
 
 388,458 
 
 Gross
profit 
 
 ( 17,408 
 ) 
 
 165,510 
 
 24,286 
 
 226,493 
 
 Operating
expenses: 
 
 General
and administrative expenses 
 
 133,533 
 
 241,869 
 
 282,934 
 
 371,252 
 
 Marketing
expenses 
 
 57,099 
 
 92,168 
 
 111,997 
 
 433,300 
 
 Professional
expenses 
 
 143,869 
 
 592,305 
 
 437,799 
 
 1,128,192 
 
 Total
operating expenses 
 
 334,501 
 
 926,342 
 
 832,730 
 
 1,932,744 
 
 Loss
from operations 
 
 ( 351,909 
 ) 
 
 ( 760,832 
 ) 
 
 ( 808,444 
 ) 
 
 ( 1,706,251 
 ) 

 Other
income (expense): 
 
 Amortization
of debt discount 
 
 ( 120,797 
 ) 
 
 ( 239,394 
 ) 
 
 ( 268,423 
 ) 
 
 ( 307,879 
 ) 

 Change
in fair value of derivative liability 
 
 ( 9,104,239 
 ) 
 
 ( 2,088,840 
 ) 
 
 ( 13,028,486 
 ) 
 
 3,150,739 
 
 Interest
expense and financing costs 
 
 ( 359,290 
 ) 
 
 ( 233,900 
 ) 
 
 ( 1,954,940 
 ) 
 
 ( 469,393 
 ) 

 Other
expense 
 
 6,031 
 
 — 
 
 — 
 
 — 
 
 Gain
on debt extinguishment 
 
 — 
 
 — 
 
 315,297 
 
 — 
 
 Gain
on bad debt 
 
 — 
 
 50,000 
 
 — 
 
 50,000 
 
 Change
in fair value of marketable securities 
 
 4,855 
 
 ( 175,000 
 ) 
 
 ( 3,692 
 ) 
 
 ( 240,000 
 ) 

 Other
income - related party licensing income 
 
 9,586 
 
 6,828 
 
 203,212 
 
 7,886 
 
 Total
other income (expense) 
 
 ( 9,563,854 
 ) 
 
 ( 2,680,306 
 ) 
 
 ( 14,737,032 
 ) 
 
 2,191,353 
 
 Income
(loss) before income taxes 
 
 ( 9,915,763 
 ) 
 
 ( 3,441,138 
 ) 
 
 ( 15,545,476 
 ) 
 
 485,102 
 
 Income
tax expense 
 
 — 
 
 — 
 
 — 
 
 — 
 
 Loss
from continuing operations 
 
 ( 9,915,763 
 ) 
 
 ( 3,441,138 
 ) 
 
 ( 15,545,476 
 ) 
 
 485,102 
 
 Net
income (loss) 
 
 $ 
 ( 9,915,763 
 ) 
 
 $ 
 ( 3,441,138 
 ) 
 
 $ 
 ( 15,545,476 
 ) 
 
 $ 
 485,102 
 
 Less:
net loss attributable to the noncontrolling interest 
 
 ( 6,741 
 ) 
 
 — 
 
 43,614 
 
 — 
 
 Net
loss attributable to GTB Technologies Inc. 
 
 ( 9,909,022 
 ) 
 
 ( 3,441,138 
 ) 
 
 ( 15,589,090 
 ) 
 
 485,102 
 
 Weighted
average common shares outstanding: 
 
 Basic 
 
 5,161,471,785 
 
 354,196,118 
 
 3,392,096,025 
 
 354,381,392 
 
 Diluted 
 
 28,485,320,260 
 
 4,526,076,373 
 
 26,715,944,500 
 
 4,526,261,647 
 
 Net
loss per share (basic and diluted): 
 
 Basic 
 
 $ 
 ( 0.00 
 ) 
 
 $ 
 ( 0.01 
 ) 
 
 $ 
 ( 0.00 
 ) 
 
 $ 
 0.00 
 
 Diluted 
 
 ( 0.00 
 ) 
 
 ( 0.00 
 ) 
 
 ( 0.00 
 ) 
 
 0.00 
 
 The accompanying footnotes
are an integral part of the unaudited condensed consolidated financial statements.

 3 

 GBT TECHNOLOGIES INC. 
 
 CONDENSED CONSOLIDATED STATEMENT OF STOCKHOLDERS’ DEFICIT 

 (unaudited) 

 Stock 
 
 Additional 
 
 Total 

 Common
Stock 
 
 Treasury
Stock 
 
 Loan 
 
 Paid-in 
 
 Accumulated 
 
 Noncontrolling 
 
 Stockholders’ 

 Shares 
 
 Amount 
 
 Shares 
 
 Amount 
 
 Receivable 
 
 Capital 
 
 Deficit 
 
 Interest 
 
 Deficit 

 Balance,
December 31, 2022 
 
 1,535,593,440 
 
 $ 
 15,356 
 
 $ 
 1,040 
 
 $ 
 ( 643,059 
 ) 
 
 $ 
 ( 7,610,147 
 ) 
 
 $ 
 288,664,858 
 
 $ 
 ( 299,257,917 
 ) 
 
 — 
 
 $ 
 ( 18,830,909 
 ) 

 Common
stock issued for conversions 
 
 1,294,508,379 
 
 12,945 
 
 — 
 
 — 
 
 — 
 
 390,603 
 
 — 
 
 — 
 
 403,548 
 
 Fair
value of derivative liability due to conversions 
 
 — 
 
 — 
 
 — 
 
 — 
 
 — 
 
 316,223 
 
 — 
 
 — 
 
 316,223 
 
 Common
stock issued for Service 
 
 100,000,000 
 
 1,000 
 
 — 
 
 — 
 
 — 
 
 79,000 
 
 — 
 
 — 
 
 80,000 
 
 Net
loss 
 
 — 
 
 — 
 
 — 
 
 — 
 
 — 
 
 — 
 
 ( 5,680,068 
 ) 
 
 50,355 
 
 ( 5,629,713 
 ) 

 Balance,
March 31, 2023 
 
 2,930,101,819 
 
 $ 
 29,301 
 
 $ 
 1,040 
 
 $ 
 ( 643,059 
 ) 
 
 $ 
 ( 7,610,147 
 ) 
 
 $ 
 289,450,684 
 
 $ 
 ( 304,937,985 
 ) 
 
 50,355 
 
 $ 
 ( 23,660,851 
 ) 

 Common
stock issued for conversions 
 
 2,620,652,067 
 
 26,207 
 
 — 
 
 — 
 
 — 
 
 855,165 
 
 — 
 
 — 
 
 881,372 
 
 Fair
value of derivative liability due to conversions 
 
 — 
 
 — 
 
 — 
 
 — 
 
 — 
 
 1,686,461 
 
 — 
 
 — 
 
 1,686,461 
 
 Net
loss 
 
 — 
 
 — 
 
 — 
 
 — 
 
 — 
 
 — 
 
 ( 9,909,022 
 ) 
 
 ( 6,741 
 ) 
 
 ( 9,915,763 
 ) 

 Balance,
June 30, 2023 
 
 5,550,753,886 
 
 $ 
 55,508 
 
 $ 
 1,040 
 
 $ 
 ( 643,059 
 ) 
 
 $ 
 ( 7,610,147 
 ) 
 
 $ 
 291,992,310 
 
 $ 
 ( 314,847,007 
 ) 
 
 43,614 
 
 $ 
 ( 31,008,781 
 ) 

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

 Balance,
December 31, 2021 
 
 33,200,198 
 
 $ 
 332.00 
 
 $ 
 1,040 
 
 $ 
 ( 643,059 
 ) 
 
 $ 
 ( 7,610,147 
 ) 
 
 $ 
 284,072,666 
 
 $ 
 ( 304,581,773 
 ) 
 
 — 
 
 $ 
 ( 28,761,981 
 ) 

 Common
stock issued for conversion of convertible debt and accrued interest 
 
 369,198 
 
 3,692 
 
 — 
 
 — 
 
 — 
 
 34,996 
 
 — 
 
 — 
 
 35,000 
 
 Fair
value of beneficial conversion feature of converted 
 
 — 
 
 — 
 
 — 
 
 — 
 
 — 
 
 49,504 
 
 — 
 
 — 
 
 49,504 
 
 Common
stock issued for cash 
 
 463,303 
 
 4.000 
 
 — 
 
 — 
 
 — 
 
 68,304 
 
 — 
 
 — 
 
 68,308 
 
 Net
loss 
 
 — 
 
 — 
 
 — 
 
 — 
 
 — 
 
 — 
 
 3,926,239 
 
 — 
 
 3,926,239 
 
 Balance,
March 31, 2022 
 
 34,032,699 
 
 $ 
 340 
 
 $ 
 1,040 
 
 $ 
 ( 643,059 
 ) 
 
 $ 
 ( 7,610,147 
 ) 
 
 $ 
 284,225,470 
 
 $ 
 ( 300,655,534 
 ) 
 
 — 
 
 $ 
 ( 24,682,930 
 ) 

 Common
stock issued for conversions 
 
 288,672,073 
 
 2,887 
 
 — 
 
 — 
 
 — 
 
 1,663,973 
 
 — 
 
 — 
 
 1,666,860 
 
 Fair
value of derivative liability due to conversions 
 
 — 
 
 — 
 
 — 
 
 — 
 
 — 
 
 1,571,238 
 
 — 
 
 — 
 
 1,571,238 
 
 Common
stock issued for cash 
 
 5,036,697 
 
 51 
 
 — 
 
 — 
 
 — 
 
 163,508 
 
 — 
 
 — 
 
 163,559 
 
 Common
stock issued for JV - Tokenize 
 
 150,000,000 
 
 1,500 
 
 — 
 
 — 
 
 — 
 
 ( 1,500 
 ) 
 
 — 
 
 — 
 
 — 
 
 Equity
Method Investment - Meta 
 
 500,000,000 
 
 5,000 
 
 — 
 
 — 
 
 — 
 
 ( 5,000 
 ) 
 
 — 
 
 — 
 
 — 
 
 Net
loss 
 
 — 
 
 — 
 
 — 
 
 — 
 
 — 
 
 — 
 
 ( 3,441,137 
 ) 
 
 — 
 
 ( 3,441,137 
 ) 

 Balance,
June 30, 2022 
 
 977,741,469 
 
 $ 
 9,777 
 
 $ 
 1,040 
 
 $ 
 ( 643,059 
 ) 
 
 $ 
 ( 7,610,147 
 ) 
 
 $ 
 287,617,690 
 
 $ 
 ( 304,096,671 
 ) 
 
 — 
 
 $ 
 ( 24,722,410 
 ) 

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

 4 

 GBT TECHNOLOGIES INC. 

 UNAUDITED CONDENSED CONSOLIDATED
STATEMENTS OF CASH FLOWS 

 For
the six months Ended June 30, 

 2023 
 
 2022 

 Cash
Flows From Operating Activities: 
 
 Net
loss 
 
 $ 
 ( 15,545,476 
 ) 
 
 $ 
 485,102 
 
 Adjustments
to reconcile net loss to net cash used in operating activities: 
 
 Amortization
of debt discount 
 
 268,423 
 
 307,879 
 
 Change
in fair value of derivative liability 
 
 13,028,486 
 
 ( 3,150,739 
 ) 

 Excess
of debt discount and financing costs 
 
 1,528,816 
 
 — 
 
 Shares
issued for services 
 
 80,000 
 
 — 
 
 Change
in fair value of market equity security 
 
 3,692 
 
 240,000 
 
 Gain
on debt extinguishment 
 
 ( 315,297 
 ) 
 
 — 
 
 Changes
in operating assets and liabilities: 
 
 Account
receivable 
 
 ( 10,292 
 ) 
 
 — 
 
 Other
receivable 
 
 1,259 
 
 3,747,836 
 
 Prepaid 
 
 ( 39,500 
 ) 
 
 — 
 
 Other
assets 
 
 ( 452 
 ) 
 
 — 
 
 Inventory 
 
 ( 1,291 
 ) 
 
 ( 60,925 
 ) 

 Unearned
revenue 
 
 ( 48,921 
 ) 
 
 ( 225 
 ) 

 Contract
liabilities 
 
 ( 5,000 
 ) 
 
 ( 3,556 
 ) 

 Accounts
payable and accrued expenses 
 
 838,357 
 
 ( 1,330,044 
 ) 

 Net cash (used in) provided by operating activities 
 
 ( 217,196 
 ) 
 
 235,328 
 
 Cash
Flows From Investing Activities: 
 
 Investment
to GTX 
 
 — 
 
 ( 150,000 
 ) 

 Investment
to TGHI 
 
 — 
 
 ( 125,000 
 ) 

 Net
cash used in investing activities 
 
 — 
 
 ( 275,000 
 ) 

 Cash
Flows From Financing Activities: 
 
 Issuance
of convertible notes 
 
 92,150 
 
 200,000 
 
 Issuance
of note receivable 
 
 — 
 
 ( 100,000 
 ) 

 Proceeds
from sales of common stock 
 
 — 
 
 231,865 
 
 Repayments
to related party 
 
 ( 549,564 
 ) 
 
 ( 558,379 
 ) 

 Repayment
of Convertible note 
 
 ( 59,004 
 ) 
 
 — 
 
 Proceeds
from related party 
 
 578,893 
 
 575,516 
 
 Issuance of notes payable 
 
 92,150 
 
 Net
cash provided by financing activities 
 
 154,625 
 
 349,002 
 
 Net
increase in cash 
 
 ( 62,571 
 ) 
 
 309,330 
 
 Cash,
beginning of period 
 
 106,639 
 
 155,106 
 
 Cash,
end of period 
 
 $ 
 44,068 
 
 $ 
 464,436 
 
 Cash
paid for: 
 
 Interest 
 
 $ 
 — 
 
 $ 
 2,898 
 
 Income
taxes 
 
 $ 
 — 
 
 $ 
 — 
 
 Supplemental
non-cash investing and financing activities 
 
 Debt
discount related to convertible debt 
 
 $ 
 63,379 
 
 $ 
 191,741 
 
 Reduction
in derivative liability due to conversion 
 
 $ 
 2,002,684 
 
 $ 
 1,620,742 
 
 Shares
issued for conversion of convertible debt 
 
 $ 
 1,284,920 
 
 $ 
 1,701,864 
 
 Share
issuance for JV Metaverse 
 
 $ 
 — 
 
 $ 
 5,000 
 
 Share
issuance for JV Tokenize 
 
 $ 
 — 
 
 $ 
 1,500 
 
 The accompanying footnotes are an integral part of these unaudited condensed consolidated financial statements. 

 5 

 GBT Technologies, Inc. 

 Notes to Unaudited Condensed Consolidated Financial
Statements 

 For the Six Months Ended June 30, 2023 and 2022
(Unaudited) 

 Note 1 - Organization and Basis of Presentation 

 Organization and Line of Business 

 GBT Technologies 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. The Company derived revenues from (i) the provision of IT consulting services; and (ii) from the licensing of its technology.
(ii) from selling electronic products through e-commerce platforms.

 On February 18, 2022 the Company, effective March
1, 2022 entered into a Revenue Sharing Agreement (“RSA”) with Mahaser LTD. (“Mahaser”) pursuant to which the Company
shares revenues generated by Mahaser with respect to e-commerce sales through the online retail platform in the United States of America.

 On July 20, 2023, the Company through its wholly owned
subsidiary, Greenwich International Holdings, a Costa Rica corporation (“Greenwich”), entered into an Amended and Restated
Joint Venture (the “2023 Tokenize Agreement”) with Magic Internacional Argentina FC, S.L. (“Magic”) and GBT Tokenize
Corp (“GBT Tokenize”). GBT Tokenize has developed a vital device based on the Technology Portfolio that is ready for commercialization,
as well as certain derivative technologies, which positioned GBT Tokenize to further develop or license certain code sources. On April
3, 2023, GBT Tokenize entered its first commercial transaction to date through the sale of the Avant-AI! technology that been developed
by GBT Tokenize, based on the Technology Portfolio.

 The unaudited condensed financial statements (“CFS”)
are prepared by the Company, pursuant to the rules and regulations of the SEC. The information furnished herein reflects all adjustments,
consisting only of normal recurring adjustments, which in the opinion of management, are necessary to fairly state the Company’s
financial position, the results of its operations, and cash flows for the periods presented.

 Basis of Presentation 

 The accompanying CFS were prepared in conformity with
accounting principles generally accepted in the United States of America (“U.S. GAAP”).

 Stock Split 

 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.

 In July 2, 2022 the Company filed a preliminary information
statement to the stockholders of record (the “Record Date”) in connection with certain actions to be taken by the written
consent by stockholders holding a majority of the voting stock of the Company, dated as of June 28, 2022.

 ● 
 To
amend the Company’s Articles of Incorporation, (the “Articles of Incorporation”) to increase the number of authorized
shares of common stock, par value $ 0.00001 per share (the “Common Stock”), of the Company from 2,000,000,000 shares to 10,000,000,000 
shares. This action concluded on August 11, 2022: 

 (i)
authorize the Company’s Board of Directors to effect, in its sole discretion, a reverse stock split of the Common Stock in a ratio
of up to 1-for-500 (the “Reverse Stock Split”), and (ii) authorize the filing of an amendment to the Company’s Articles
of Incorporation to implement the Reverse Stock Split and any other action deemed necessary to effectuate the Reverse Stock Split, without
further approval or authorization of stockholders, at any time prior to December 31, 2023. This action was not commenced by the Company’s
board. 

 6 

 Note 2 – Going Concern 

 The accompanying CFS have been prepared assuming the
Company will continue as a going concern. The Company has an accumulated deficit of $ 314,847,007 and has a working capital
deficit of $ 30,698,032 as of June 30, 2023, 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. These CFS 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 3 – Summary of Significant Accounting Policies 

 Use of Estimates 

 The preparation of CFS 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 CFS and the reported amounts of revenues and expenses during the reporting period. The Company
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 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 CFS include valuation of derivatives and valuation allowance on deferred tax assets.

 Principles of Consolidation 

 The accompanying CFS include the accounts of the Company
and its subsidiaries; the Company’s 50% owned subsidiaries GBT Tokenize Corp. (active) and GBT BitSpeed Corp (currently inactive);
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” currently inactive) and Greenwich International Holdings,
a Costa Rica corporation (“Greenwich” currently inactive). All significant intercompany transactions and balances were eliminated.

 For entities determined to be VIEs, an evaluation
is required to determine whether the Company is the primary beneficiary. The Company evaluates its economic interests in the entity specifically
determining if the Company has both the power to direct the activities of the VIE that most significantly impact the VIE’s economic
performance (“the power”) and the obligation to absorb losses or the right to receive benefits that could potentially be significant
to the VIE (“the benefits”). When making the determination whether the benefits received from an entity are significant, the
Company considers the total economics of the entity, and analyzes whether the Company’s share of the economics is significant. The
Company utilizes qualitative factors, and, where applicable, quantitative factors, while performing the analysis.

 In addition, the Company’s variable interests
in Mahaser obligate the Company to absorb deficits and provide it with the right to receive benefits that could potentially be significant
to Mahaser. As a result of this analysis, the Company concluded it is the primary beneficiary of Mahaser and therefore consolidates the
balance sheets, results of operations and cash flows of Mahaser. The Company performs a qualitative assessment of Mahaser on an ongoing
basis to determine if it continues to be the primary beneficiary.

 7 

 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 June 30, 2023 and December 31, 2022, the Company did no t have any cash equivalents.

 Marketable Securities 

 The Company accounts for investment securities in
accordance with ASC Topic 321, Investments – equity securities. Marketable equity securities are reported at FV 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 12 months of the balance sheet date
is reported as a current asset. These publicly traded equity securities are valued using quoted prices and are included in Level 1.

 Inventory 

 Inventory consists of electronic product ready for
sale online on e-commerce platforms. It is stated at the lower of cost or net realizable value and all inventories were returned product
from online customers. We value our inventory using the weighted average costing method. Our Company’s policy is to include as a
part of inventory any freight incurred to ship the product from our contract vendors to our warehouses. Outbound freight costs to our
customers are considered period costs and reflected in selling, general and administrative expenses. We regularly review inventory and
consider forecasts of future demand, market conditions and product obsolescence.

 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 FV and is then re-valued at each reporting date,
with changes in the FV 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 June 30, 2023 and December 31, 2022, 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 FV due to their short
maturities.

 FASB ASC Topic 820, Fair Value Measurements and
Disclosures , requires disclosure of the FV of financial instruments held by the Company. FASB ASC Topic 825, Financial Instruments ,
defines FV, and establishes a three-level valuation hierarchy for disclosures of FV measurement that enhances disclosure requirements
for FV 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 FV 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:

 8 

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

 ● 
 Level
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. 

 ● 
 Level
3 inputs to the valuation methodology use one or more unobservable inputs which are significant to the FV 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 FV 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 FV were determined by using the Black-Scholes-Merton pricing model based on various assumptions.
The Company’s derivative liabilities are adjusted to reflect FV at each period end, with any increase or decrease in the FV being
recorded in results of operations as adjustments to FV of derivatives.

 At June 30, 2023 and December 31, 2022, the Company
identified the following liabilities that are required to be presented on the balance sheet at FV:

 Schedule of fair value, assets and liabilities measured on recurring basis 
 
 Description 
 
 Fair
Value 
 As of 
 June 30, 2023 
 
 Fair
Value Measurements at 
 June 30, 2023 
 Using Fair Value Hierarchy 

 Level
1 
 
 Level
2 
 
 Level
3 

 Conversion
feature on convertible notes 
 
 $ 
 14,109,864 
 
 $ 
 — 
 
 $ 
 14,109,864 
 
 $ 
 — 
 
 Description 
 
 Fair
Value
 As of 
 December 31, 2022 
 
 Fair
Value Measurements at 
 December 31, 2022
 Using Fair Value Hierarchy 

 Level
1 
 
 Level
2 
 
 Level
3 

 Conversion
feature on convertible notes 
 
 $ 
 1,714,143 
 
 $ 
 — 
 
 $ 
 1,714,143 
 
 $ 
 — 
 
 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.

 Revenue Recognition 

 Accounting Standards Update (“ASU”) No.
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 CFS 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 .

 9 

 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:

 ● 
 executed contracts with the Company’s customers that it believes are legally enforceable; 

 ● 
 identification of performance obligations in the respective contract; 

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

 ● 
 allocation the transaction price to each performance obligation; and 

 ● 
 recognition of revenue only when the Company satisfies each performance obligation. 

 These five elements, as applied to each of the Company’s IT revenue
category, is summarized below:

 ● 
 IT consulting services - revenue is recorded on a monthly basis as services are provided. 

 These five elements, as applied to each of the Company’s
license revenue category, is summarize below:

 ● 
 License services – the one-time related party licensing income recorded as other income upon agreement is executed and services are provided and recognized over the term of five years. 

 E-Commerce sales –

 ● 
 Identify the contract(s) with a customer. ASC 606 defines a contract as “an agreement between two or more parties that creates enforceable rights and obligations”. Since this is an e-commerce sale on the Amazon of eBay websites, the Company just followed the general terms on Amazon or eBay websites and the customer entered into a contract with the Company based on the product listed on the Amazon or eBay websites; 

 Identify the performance obligations in
the contract. According to the contract, the Company is responsible for operation exclusively. The Company is entitled to all revenue
which is being paid by Amazon or eBay into a designated bank account and the Company is responsible for all product acquisitions as well
as shipments. The only performance obligations were the electronic products that were listed on Amazon or eBay websites and the Company
determined each order is one single obligation;

 Determine the transaction price. The transaction price set to
be the listed price on the Amazon or eBay websites.;

 Allocation the transaction price to the performance obligations
in the contract.; and

 Recognize revenue when the Company satisfies a performance obligation.
Sales are being recognized upon shipment.

 Unearned revenue 

 Unearned revenue represents the net amount received
for the purchase of products that have not seen shipped to the Company’s customers. The Company has $ 0 and $ 48,921 of unearned revenue
at June 30, 2023 and December 31, 2022, respectively.

 Contract liabilities 

 10 

 On February 22, 2022, the Company entered into
an Intellectual Property License and Royalty Agreement with Touchpoint Group Holdings, Inc. (“Touchpoint” or
“TGHI”) pursuant to which the Company granted TGHI a worldwide license for its technologies for 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 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 the FV of $ 50,000 as
a onetime fee for the Company entering this Intellectual Property License and Royalty Agreement, which was booked contract
liabilities and amortized over the 5 five-year term. The Company has yet to earn any royalty income in relation to this agreement as
of June 30, 2023. The contract liabilities as of June 30, 2023 and December 31, 2022 was $ 36,444 and $ 41,444 , respectively.

 Variable Interest Entity 

 On February 18, 2022, the
Company, effective March 1, 2022 entered into a Revenue Sharing Agreement (“RSA”) with Mahaser LTD. (“Mahaser”)
pursuant to which the Company shares in revenues generated by Mahaser e-commerce sales through the 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 entitled to 95% for all revenue generated by and received by Mahaser 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. On March 16, 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.

 On March 31, 2022, the parties
entered into Amendment No. 2 to the RSA, where Mahaser agreed to pay the Company 100% per year for all revenue generated by and received
by seller from the sales by Amazon within the United States of America as follows from March 1, 2022 through December 31, 2022. The Company
will be responsible for 100% of the cost of goods sold as well. In addition, the Company is entitled to earn 100% revenues and cost of
goods sold of the period from February 1, 2022 to February 28, 2022. On January 1, 2023 the company extended their partnership to December
31, 2023.

 The Company evaluated whether
it has a variable interest in Mahaser, whether Mahaser is a VIE and whether the Company has a controlling financial interest in Mahaser.
The Company concluded that it has variable interests in Mahaser on the basis of GBT has 100% control over the JV/revenue sharing, and
as such should consolidate the JV into its books and records as it assigned 100% financial responsibility. Mahaser’s equity at risk,
as defined by GAAP, is considered to be insufficient to finance its activities without additional support, and, therefore, Mahaser is
considered a VIE.

 The following table summarizes
the carrying amount of the assets and liabilities of Mahaser included in the Company’s consolidated balance sheets at June 30, 2023
and as December 31, 2022 (after elimination of intercompany transactions and balances):

 11 

 Condensed financial statements 
 
 Assets
of consolidated variable interest entity (“VIE”) included in the consolidated balance sheets as of June 30, 2023 (after
elimination of intercompany transactions and balances) consist of: 
 
 Current
assets: 
 
 Cash
and equivalents 
 
 $ 
 41,077 
 
 Accounts
Receivable 
 
 35,536 
 
 Inventory 
 
 12,860 
 
 Other
current asset 
 
 452 
 
 Total
current assets 
 
 $ 
 89,925 
 
 Liabilities
of consolidated VIE included in the consolidated balance sheets above (after elimination of intercompany transactions and balances) consist
of: 
 
 Current
liabilities 
 
 Total
current liabilities 
 
 $ 
 169,279 
 
 Statements
of operations of consolidated VIE included in the consolidated statements of operations above (after elimination of intercompany transactions
and balances) consist of: 
 
 Statements
of operations 
 
 Sales 
 
 $ 
 349,204 
 
 Cost
of goods sold 
 
 324,918 
 
 Gross
profit 
 
 ( 24,286 
 ) 

 General
and administrative expenses 
 
 62,671 
 
 Net
Income 
 
 $ 
 ( 38,385 
 ) 

 Assets
of consolidated variable interest entity (“VIE”) included in the consolidated balance sheets as of December 31, 2022
(after elimination of intercompany transactions and balances) consist of: 
 
 Current
assets: 
 
 Cash
and equivalents 
 
 $ 
 93,581 
 
 Inventory 
 
 11,569 
 
 Due
From related party 
 
 20,270 
 
 Total
current assets 
 
 $ 
 125,420 
 
 Liabilities
of consolidated VIE included in the consolidated balance sheets above (after elimination of intercompany transactions and balances) consist
of: 
 
 Current
liabilities 
 
 Total
current liabilities 
 
 $ 
 94,496 
 
 Statements
of operations of consolidated VIE included in the consolidated statements of operations above (after elimination of intercompany transactions
and balances) consist of: 
 
 Statements
of operations 
 
 Sales 
 
 $ 
 1,107,555 
 
 Cost
of goods sold 
 
 817,754 
 
 Gross
profit 
 
 289,801 
 
 General
and administrative expenses 
 
 330,647 
 
 Net
Loss 
 
 $ 
 40,846 
 
 Income Taxes 

 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.

 12 

 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 is recorded. The Company has
no material uncertain tax positions for any of the reporting periods presented and its current on all its tax filings federal and state
until 2021 inclusive.

 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 income 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 earnings per share 
 
 June 30*), 
 
 December 31, 

 2023 
 
 2022 

 Series
B preferred stock 
 
 45,000 
 
 45,000 
 
 Series
C preferred stock 
 
 700 
 
 700 
 
 Series
H preferred stock 
 
 20,000 
 
 20,000 
 
 Warrants 
 
 70,770 
 
 70,770 
 
 Convertible
notes 
 
 79,744,214,039 
 
 3,949,223,831 
 
 Total 
 
 79,744,350,509 
 
 3,949,360,301 
 
 Not including 1,000 Serie I Preferred that
been issued on July 20, 2023 

 Management’s Evaluation of Subsequent
Events 

 The Company evaluates events
that have occurred after the balance sheet date of June 30, 2023, through the date which the CFS are issued. Based upon the review, other
than described in Note 18 – Subsequent Events, the Company did not identify any recognized or non-recognized subsequent events that
would have required adjustment or disclosure in the CFS.

 Recent Accounting Pronouncements 

 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. ASU 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 adopted this ASU on the CFS in the year ended December 31, 2021. The adoption
had no material impact on the CFS for the period ended March 31, 2023.

 13 

 On April 2021, the FASB issued ASU 2021-04, “ Earnings
Per Share (Topic 260), Debt— Modifications and Extinguishments (Subtopic 470-50), Compensation—Stock Compensation (Topic 718),
and Derivatives and Hedging— Contracts in Entity’s Own Equity (Subtopic 815-40): Issuer’s Accounting for Certain Modifications
or Exchanges of Freestanding Equity-Classified Written Call Options” (“ ASU 2021-04 ”) to clarify
the accounting by issuers for modifications or exchanges of equity-classified warrants. The new ASU is available here and effective for
all entities in fiscal years starting after December 15, 2021. Early adoption is permitted. The Company adopted this ASU on the CFS in
the year ended December 31, 2021. The adoption had no material impact on the CFS for the period ended March 31, 2023.

 Management does not believe that any recently issued,
but not yet effective, accounting standards could have a material effect on the accompanying CFS. As new accounting pronouncements are
issued, we will adopt those that are applicable under the circumstances.

 Note 3 – Cash, Restricted Cash, and
Cash held in Trust 

 Cash consist of amounts held
as bank deposits, amounts held in escrow and highly liquid debt instruments purchased with an original maturity of three months or less.

 From time to time, we may
maintain bank balances in interest bearing accounts in excess of the $ 250,000 currently insured by the Federal Deposit Insurance
Corporation for interest bearing accounts (there is currently no insurance limit for deposits in noninterest bearing accounts). We have
not experienced any losses with respect to cash. Management believes our Company is not exposed to any significant credit risk with respect
to its cash.

 Note 4 – Marketable Securities 

 TGHI Agreement

 On January 28, 2022, the Company entered
into a Stock Purchase Agreement with Marko Radisic (the “Seller”) and Touchpoint Group Holdings, Inc. (“TGHI”)
pursuant to which the Company acquired 10,000 shares of Series A Convertible Preferred Stock (the “Touchpoint Preferred”)
from the Seller for $ 125,000 . The Touchpoint Preferred is convertible into 10,000,000 shares of common stock of Touchpoint.
On February 22, 2022, the Company entered into an Intellectual Property License and Royalty Agreement with TGHI pursuant to
which the Company granted TGHI a worldwide license for its technologies for 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 the FV of $ 50,000 as a one-time fee for the Company entering this Intellectual Property License and Royalty Agreement,
which was booked contract liabilities and amortized over the five-year term. The Company has yet to earn any royalty income under this
agreement as of June 30, 2023.

 TGHI 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
in total FV of $ 2,000 as of June 30, 2023 based on level 1 stock price in OTC markets.

 MetAlert (prior name GTX Corp) 

 14 

 On April 12, 2022, GBT Tokenize Corp (“GBT Tokenize”),
a Nevada corporation which the Company owns 50% of the outstanding shares of common stock, entered into a series of agreements with GTX
Corp (“GTX”) and various note holders of GTX pursuant to which Tokenize acquired a convertible promissory note of GTX of $ 100,000 (the
“GTX Notes”). In addition, GBT Tokenize acquired 76,923 (GBT acquired 5,000,000 in the original deal,
where GTX to perform a corporate action of 1:65 reverse split on September 20, 2022) shares of common stock of GTX for $ 150,000 -
in total FV of $ 8,846 as of June 30, 2023 based on level 1 stock price in OTC markets.

 The GTX Notes bear 10% interest and 50% of the principal
may be converted into shares of common stock on a one-time basis at a conversion price of $ 0.01 per share. The remaining 50% of the
principal must be paid in cash. The closing occurred on April 12, 2022.

 GTX changed its name into Metalert Inc. on or about
September 20, 2022.

 On September 30, 2022, GBT Tokenize, loaned MetAlert
Inc., a Nevada corporation (f/k/a GTX Corp.) (“MetAlert”) $ 90,000 . For such loan, MetAlert provided Tokenize a promissory
note of $ 90,000 which is due and payable together with interest of 5 % upon the earlier of September 19, 2023 or when declared
by Tokenize.

 MetAlert designs, manufactures and sells various interrelated
and complementary products and services in the wearable technology and IoMT (Internet of Medical Things) marketplace.

 On or about January 31, 2023 GTB Tokenize Corp the
Company’s 50 % owned subsidiary, assigned $ 7,500 from the GTX Notes to Stanley Hills, LLC, which in turn converted said $ 7,500 plus
interest into 812,671 GTX shares. Stanley Hills, LLC credit GBT Tokenize for $ 146,037 for the transaction, reducing its credit outstanding
balances with the Company and GBT Tokenize Corp.

 As of June 30, 2023 the notes
had an outstanding balance of $ $ 182,500 and accrued interest of $ $ 14,716 . As of December 31, 2022, the notes had an outstanding
balance of $ 190,000 and accrued interest of $ 8,475 .

 As of March, 31, 2023 and December 31, 2022, the marketable
security had a FV of $ 12,506 and $ 12,538 , respectively.

 Note 5 – Avant Investment 

 On April 3, 2023, GBT Tokenize Corp. (“Seller”),
a subsidiary that is owned 50 % by the Company (“GBT”) entered into an Asset Purchase Agreement (“APA”) with Trend
Innovation Holdings, Inc. (“TREN”), in which GBT consented, pursuant to which Seller sold certain assets relating to proprietary
system and method named Avant-Ai, which is a text-generation, deep learning self-training model (the “System”).

 In consideration of acquiring the System, TREN is
required to issue to the Seller 26,000,000 common shares of TREN (the “Shares”). The Shares will be restricted per Rule 144
as promulgated under the Securities Act of 1933, as amended (the “1933 Act”) and Seller agreed to a lock-up period of nine
(9) months following closing (the “Lock Up Term”). In the event that TREN is unable to up-list to Nasdaq either through a
business combination or otherwise prior to the expiration of the Lock Up Term, the Seller may request within three (3) business days of
the expiration of the Lock-Up Term, that all transactions contemplated by the APA be unwound.

 In addition, TREN, Seller and GBT entered into a license
agreement regarding the System, granting the Seller and/or GBT a perpetual, irrevocable, non-exclusive, non-transferable license for using
the System to be used in its own development, as in-house tool, where Seller or GBT may not sublicense its rights hereunder to any customer
or client.

 On July 18, 2023 TREN changed its name into: Avant Technologies, Inc and
its ticker symbol on OTC Markets was changed into AVAI.

 As APA is contingent per the Lock Up Term that
all transactions contemplated by the APA maybe unwound, management did not record the transaction.

 Note 6 – Impaired Investment 

 15 

 Investment in GBT Technologies,
S.A. 

 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
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 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 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.

 The Gopher Convertible Note
bears interest of 6% 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 ($500 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. Upon conversion of the Gopher
Convertible Note and the 20,000 shares of Series H Preferred Stock, Gonzalez would be entitled to less than 50% of the resulting outstanding
shares of common stock of the Company following conversion in full and, as a result, such transaction is not considered a change of control.

 On May 19, 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 had 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). 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.

 Investment in Joint Venture – GBT Tokenize
Corp 

 On July 20, 2023, the Company through its wholly owned
inactive subsidiary, Greenwich International Holdings, a Costa Rica corporation (“Greenwich”), entered into an Amended and
Restated Joint Venture (the “2023 Tokenize Agreement”) with Magic Internacional Argentina FC, S.L. (“Magic”) and
GBT Tokenize Corp (“GBT Tokenize”).

 16 

 On March 6, 2020, the Company through Greenwich entered
into a Joint Venture and Territorial License Agreement (the “2020 Tokenize Agreement”) with Tokenize-It, S.A. (“Tokenize”).
Under the 2020 Tokenize Agreement, the parties formed GBT Tokenize and Tokenize contributed its technology portfolio as described in the
2020 Tokenize Agreement with each Tokenize and the Company owning 50% of 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 start-ups (“Technology Portfolio”). In addition
to the Technology Portfolio, Tokenize contributed the services and resources for the development of the Technology Portfolio to GBT Tokenize.
The Company contributed 2,000,000 shares of common stock.

 On May 28, 2021, the parties agreed to amend the 2020
Tokenize Agreement to expand the territory granted for the Technology Portfolio under the license to GBT Tokenize to include the entire
continental United States. The Company issued GBT Tokenize an additional 14,000,000 shares of common stock. On June 30, 2021, Tokenize
and its shareholder assigned all their rights under the 2020 Tokenize Agreement, including the Company’s pledged 50% ownership in
GBT Tokenize to Magic.

 On April 11, 2022, the Company, through Greenwich,
entered into a Master Joint Venture and Territorial License Agreement (the “2022 Tokenize Agreement”) with Magic and Tokenize
which replaced the 2020 Tokenize Agreement. The Company issued GBT Tokenize an additional 150,000,000 shares of common stock of the Company.

 GBT Tokenize has developed a vital device based on
the Technology Portfolio that is ready for commercialization, as well as certain derivative technologies, which positioned GBT Tokenize
to further develop or license certain code sources. On April 3, 2023, GBT Tokenize entered its first commercial transaction to date through
the sale of the Avant-AI! technology that been developed by GBT Tokenize, based on the Technology Portfolio pursuant to which GBT Tokenize
received 26,000,000 shares of common stock of Buyer’s shares – Avant Technologies, Inc.

 The 2023 Tokenize Agreement restated and replaced
the 2022 Tokenize Agreement. Pursuant to the 2023 Tokenize Agreement, as a result of the contribution of the Technology Portfolio by Tokenize
and the subsequent contribution of services for the development of the Technology Portfolio by Tokenize and Magic, GBT Tokenize has been
able to continue in operation, which has benefited the Company despite its contribution of 166 million shares of common stock valued at
approximately $ 50,000 . In order to maintain its 50% ownership interest in GBT Tokenize, the Company agreed to contribute its portfolio
of intellectual property to GBT Tokenize and issue to GBT Tokenize 1,000 shares of Series I Preferred Stock (the “Series I Stock”)
with a stated value of $ 35,000 per share which is convertible into common stock of the Company by dividing the stated value by the conversion
price of $ 0.0035 , which, if converted in full would result in the issuance of 10 billion shares of common stock of the Company. Further,
the Series I Stock will vote on an as converted basis.

 The Company pledged its 50% ownership in GBT Tokenize
and its 100 % ownership of Greenwich to Magic to secure its Technology Portfolio investment.

 Although the investment was impaired, the product
development is still ongoing. The carrying amount of this investment at June 30, 2023 and December 31, 2022, was $ 0 and $ 0 , respectively.

 Note 7 – Accounts Payable and Accrued Expenses 

 Accounts payable and accrued expenses at June 30, 2023 and at December
31, 2022 consist of the following:

 Schedule of accounts payable and accrued expenses 
 
 2023 
 
 2022 

 Accounts
payable 
 
 $ 
 1,029,063 
 
 $ 
 1,530,762 
 
 Accrued
liabilities 
 
 1,182,390 
 
 1,513,261 
 
 Accrued
interest 
 
 3,578,226 
 
 3,196,611 
 
 Total 
 
 $ 
 5,789,679 
 
 $ 
 6,240,634 
 
 Note 8 – Unearned Revenue 

 17 

 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. The Company has $nil 0 and $ 48,921 
of unearned revenue at June 30, 2023 and December 31, 2022, respectively.

 Note 9 – Convertible Notes Payable, Non-related Partied and Related
Party 

 Convertible notes payable – non related parties at June 30, 2023
and at December 31, 2022 consist of the following:

 Schedule of rollfoward of convertible note 
 
 June 31, 
 
 December 31, 

 2023 
 
 2022 

 Convertible
note payable to GBT Technologies S.A 
 
 $ 
 5,485,746 
 
 $ 
 6,395,531 
 
 Convertible
notes payable to 1800 
 
 113,260 
 
 191,275 
 
 Convertible
notes payable to Glen 
 
 462,500 
 
 — 
 
 Total
convertible notes payable, non related parties 
 
 6,010,926 
 
 6,586,788 
 
 Unamortized
debt discount 
 
 ( 89,285 
 ) 
 
 ( 189,060 
 ) 

 Convertible
notes payable – non related parties 
 
 5,972,221 
 
 6,397,727 
 
 Less
current portion 
 
 ( 5,964,806 
 ) 
 
 ( 6,397,727 
 ) 

 Convertible
notes payable – non related parties, long-term portion 
 
 $ 
 7,415 
 
 $ 
 — 
 
 $10,000,000 for GBT Technologies S. A. acquisition 

 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 % 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 ($500 per share) by the conversion price ($ 500 per share). 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.

 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 had 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 13).

 During the period ended June
30, 2023, IGOR 1 converted $639,710 of the convertible note into 1,926,000,000 shares of the Company’s common stock. 

 As of June, 30, 2023, the
note had an outstanding balance of $ $ 5,485,746 and accrued interest of $ $ 2,367,092 .

 Paid Off Notes/Converted
Notes 

 Sixth Street Lending LLC
– named changed - 1800 Diagonal Lending LLC -

 18 

 On May 5, 2022, the Company entered into a Securities
Purchase Agreement with 1800 Diagonal Lending LLC, an accredited investor (“DL”), pursuant to which the Company issued to
DL a Convertible Promissory Note (the “DL Note”) of $ 244,500 for $ 203,500 . The DL Note had a maturity date of August
4, 2023 and the Company had agreed to pay interest on the unpaid principal balance of the DL Note at 6.0 % from the date on which
the DL 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 DL Note at any time from the Issue Date and continuing through
180 days following the Issue Date, provided it makes a payment including a prepayment premium to DL as set forth in the DL Note. The transactions
described above funded on May 9, 2022.

 The outstanding principal amount of the DL 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,
DL may convert the DL Note into shares of the Company’s common stock at
a conversion price equal to 85 % of the lowest trading price during the 20-day period immediately preceding the date of conversion.
In addition, upon the occurrence and during the continuation of an Event of Default (as defined in the DL Note), the DL Note shall become
immediately due and payable and the Company shall pay to DL, in full satisfaction of its obligations hereunder, additional amounts as
set forth in the DL Note. In no event shall DL be allowed to effect a conversion if such conversion, along with all other shares of Company
common stock beneficially owned by DL and its affiliates would exceed 4.99 % of the outstanding shares of the common stock of the Company.

 Unless the Company shall have first delivered to DL,
at least 48 hours prior to the closing of any equity (or debt with an equity component) financing in an amount less than $150,000 (“Future
Offering”), written notice describing the proposed Future Offering and providing the Buyer an option during the 48 hour period following
delivery of such notice to DL the securities being offered in the Future Offering on the same terms as contemplated by such Future Offering
then the Company is restricted from conducting the Future Offering during the period beginning on the Issue Date and ending nine months
following the Issue Date.

 During the period ended March 31, 2023, the entire
balance of convertible note of $ 114,100 plus accrued interest of $ 7,335 was converted into 367,004,026 shares of common
stock.

 Convertible Note - On September 13, 2022, the Company
entered into a Securities Purchase Agreement (dated September 9, 2022) with 1800 Diagonal Lending LLC, an accredited investor (“DL”)
pursuant to which the Company issued to DL a Promissory Note (the “DL Note”) of $ 116,200 with an original issue discount
of $ 12,450 resulting in net proceeds of the Company of $ 103,750 . The DL Note had a maturity date of September 9, 2023 and
the Company had agreed to pay interest on the unpaid principal balance of the DL Note at the rate of 12.0% from the date on which the
DL Note is issued (the “Issue Date”). A one-time interest charge of 12 % or $ 13,944 was applied on the Issue Date
to the principal amount owed under the DL Note. Accrued, unpaid interest and outstanding principal, subject to adjustment, shall be paid
in ten payments of $13,014.40 resulting in a total payback to DL of $130,144. The first payment is due October 30, 2022 with nine subsequent
payments each month thereafter. The Company shall have a five-day grace period with respect to each payment. The Company has right to
accelerate payments or prepay in full at any time with no prepayment penalty. This DL Note shall not be secured by any collateral or any
assets of the Company. The outstanding principal amount of the DL Note may not be converted into the Company common shares except in the
event of default. In the event of default on the DL Note, DL may convert the DL Note into shares of the Company’s common
stock at a conversion price equal to 75 % of the lowest trading price with a 10-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 DL Note), the DL Note shall become immediately due and payable and the Company shall pay to DL, in full satisfaction
of its obligations hereunder, additional amounts as set forth in the DL Note. In no event shall DL be allowed to effect a conversion if
such conversion, along with all other shares of Company common stock beneficially owned by DL and its affiliates would exceed 4.99 %
of the outstanding shares of the common stock of the Company.

 During the period ended June 30, 2023, the company
paid back $ 39,043 to 1800 Diagonal lending and the remaining convertible note balance been converted into 136,993,684 shares.

 As of June 30, 2023, the
note had an outstanding balance of $ $ 0 and an interest of $ 0 .

 19 

 Outstanding Notes 

 Glen Eagle 

 The Company entered into a series of loan arrangements
with Glen Eagles Acquisition LP pursuant to which it received $ 512,500 in loans (the “Debt”) from August 2021 up to
September 2022. The original funded amount of $ 457,500 included convertible feature into shares of the Company’s common stock
at a conversion price equal to 85 % of the lowest trading price during the 20-day period preceding the date of conversion.

 In order to include a convertible feature for
the $ 55,000 which was not covered by convertible feature, on January 24, 2023, the Company issued a consolidated convertible promissory
note to Glen Eagles Acquisition LP in the principal amount of $ 512,500 , which include all prior convertible notes with addition
of the $ 55,000 straight note. The convertible promissory note bears interest of 10 % and is payable at maturity on December 31,
2023 . Glen Eagles Acquisition LP may convert the consolidated convertible Note into shares of the Company’s common stock
at a conversion price equal to 85 % of the lowest trading price during the 20-day period preceding the date of conversion. The Company
recorded a loss on debt extinguishment of $ 92,737 at the issuance date.

 As of June, 30, 2023,
the consolidated convertible note had an outstanding balance of $ 462,500 and an interest of $ 19,894 .

 Sixth Street Lending
LLC – named changed - 1800 Diagonal Lending LLC 

 Straight Note –
with Convertible Feature - On March 1, 2023, the Company entered into a Securities Purchase Agreement, with 1800 Diagonal Lending
LLC, an accredited investor (“DL”) pursuant to which the Company issued to DL a Promissory Note (the “DL Note”)
of $ 59,408 with an original issue discount of $ 6,258 resulting in net proceeds of the Company of $ 53,150 . The DL Note had a maturity
date of June 1, 2024 and the Company had agreed to pay interest on the unpaid principal balance of the DL Note at the rate of 12.0%
from the date on which the DL Note is issued. A one-time interest charge of 12 % or $ 7,128 was applied on the issuance date of the
DL Note to the principal amount owed under the DL Note. Accrued, unpaid interest and outstanding principal, subject to adjustment,
shall be paid in ten payments of $ 6,654 resulting in a total payback to DL of $ 66,536 . The first payment is due April 15, 2023
with nine subsequent payments each month thereafter. The Company shall have a five-day grace period with respect to each payment.
The Company has right to accelerate payments or prepay in full at any time with no prepayment penalty. This DL Note shall not be
secured by any collateral or any assets of the Company.

 The outstanding principal
amount of the DL Note may not be converted into the Company common shares except in the event of default. In the event of default
on the DL Note, DL may convert the DL Note into shares of the Company’s common stock at a conversion price equal to 75 % of
the lowest trading price during the 10 day period immediately preceding the date of conversion. In addition, upon the occurrence
and during the continuation of an event of default (as defined in the DL Note), the DL Note shall become immediately due and payable
and the Company shall pay to DL, in full satisfaction of its obligations hereunder, additional amounts as set forth in the DL Note.
In no event shall DL be allowed to effect a conversion if such conversion, along with all other shares of Company common stock
beneficially owned by DL and its affiliates would exceed 4.99 % of the outstanding shares of the common stock of the Company.

 As of June, 30, 2023,
the note had an outstanding balance of $39,446.

 Convertible Note -
On March 1, 2023, the Company entered into a Securities Purchase Agreement with DL pursuant to which the Company issued to DL a
Convertible Promissory Note (the “DL Convertible Note”) of $ 62,680 for a purchase price of $ 52,150 . The DL Convertible
Note had a maturity date of June 1, 2024 and the Company had agreed to pay interest on the unpaid principal balance of the DL Convertible
Note at the rate of 6.0% from the date on which the DL Convertible Note is issued 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 DL Convertible Note,
provided it makes a payment including a prepayment to DL as set forth in the DL Convertible Note.

 20 

 The outstanding principal
amount of the DL Convertible Note may not be converted prior to the period beginning on the date that is 180 days following the
date the DL Convertible Note is issued . Following the 180th day, DL may convert the DL Convertible Note into shares of the Company’s
common stock at a conversion price equal to 85 % of the lowest trading price during the 20 day period preceding the date of conversion.
In addition, upon the occurrence and during the continuation of an event of default (as defined in the DL Convertible Note), the
DL Convertible Note shall become immediately due and payable and the Company shall pay to DL, in full satisfaction of its obligations
hereunder, additional amounts as set forth in the DL Convertible Note. In no event shall DL be allowed to effect a conversion if
such conversion, along with all other shares of Company common stock beneficially owned by DL and its affiliates would exceed 4.99 %
of the outstanding shares of the common stock of the Company.

 As of June, 30, 2023,
the note had an outstanding balance of $ 62,680 .

 Straight Note $47,208 - On April 24,
2023, the Company entered into a Securities Purchase Agreement, with 1800 Diagonal Lending LLC, an accredited investor (“DL”)
pursuant to which the Company issued to DL a Promissory Note (the “DL Note”) in the aggregate principal amount of $ 47,208 
with an original issue discount of $ 5,058 resulting in net proceeds of the Company of $ 42,150 . The DL Note has a maturity date
of April 24, 2024 and the Company has agreed to pay interest on the unpaid principal balance of the DL Note at the rate of 12.0%
per annum from the date on which the DL Note is issued (the “Issue Date”). A one-time interest charge of 12 % or $ 5,664 
was applied on the Issue Date to the principal amount owed under the DL Note. Accrued, unpaid interest and outstanding principal,
subject to adjustment, shall be paid in ten payments each in the amount of $ 5,287 .20 resulting in a total payback to DL of $ 52,872 .
The first payment is due June 15, 2023 with nine subsequent payments each month thereafter. The Company shall have a five-day grace
period with respect to each payment. The Company has right to accelerate payments or prepay in full at any time with no prepayment
penalty. This DL Note shall not be secured by any collateral or any assets of the Company.

 The outstanding principal amount of the DL
Note may not be converted into the Company common shares except in the event of default. In the event of default on the DL Note,
DL may convert the DL Note into shares of the Company’s common stock at
a conversion price equal to 75 % of the lowest trading price with a 10-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 DL Note), the DL Note shall
become immediately due and payable and the Company shall pay to DL, in full satisfaction of its obligations hereunder, additional
amounts as set forth in the DL Note. In no event shall DL be allowed to effect a conversion if such conversion, along with all
other shares of Company common stock beneficially owned by DL and its affiliates would exceed 4.99 % of the outstanding shares of
the common stock of the Company.

 As of June, 30, 2023,
the note had an outstanding balance of $ 47,208 .

 Convertible Note $50,580 - On April
24, 2023, the Company entered into a Securities Purchase Agreement with 1800 Diagonal Lending LLC, an accredited investor (“DL”)
pursuant to which the Company issued to DL a Convertible Promissory Note (the “DL Note”) in the aggregate principal
amount of $ 50,580 for a purchase price of $ 42,150 . The DL Note has a maturity date of July 24, 2024 and the Company has agreed
to pay interest on the unpaid principal balance of the DL Note at the rate of six percent (6.0%) per annum from the date on which
the DL 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 DL Note, provided it makes a payment including a
prepayment to DL as set forth in the DL Note.

 The outstanding principal amount of the DL
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, DL may convert the DL Note 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.
In addition, upon the occurrence and during the continuation of an Event of Default (as defined in the DL Note), the DL Note shall
become immediately due and payable and the Company shall pay to DL, in full satisfaction of its obligations hereunder, additional
amounts as set forth in the DL Note. In no event shall DL be allowed to effect a conversion if such conversion, along with all
other shares of Company common stock beneficially owned by DL and its affiliates would exceed 4.99 % of the outstanding shares of
the common stock of the Company.

 21 

 As of June, 30, 2023,
the note had an outstanding balance of $ 50,580 .

 Convertible notes payable – related parties at June 30,
2023 and December 31, 2022 consist of the following: 

 Schedule of convertible notes payable 
 
 June 30, 
 December 31, 

 2023 
 2022 

 Convertible note payable to
 Stanley Hills 
 708,395 
 116,605 

 Unamortized debt
 discount 
 — 
 — 

 Convertible notes payable, net, related
 party 
 708,395 
 116,605 

 Less current portion 
 ( 708,395 ) 
 ( 116,605 ) 

 Convertible notes
 payable, net, related party, long-term portion 
 $ — 
 $ — 

 Stanley Hills LLC 

 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”) from 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 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 had 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 and also converted $ 126,003 of accrued interest into the principal balance. 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 10). On January 2, 2023, the Company issued a convertible promissory note to Stanley for its credit balances
in the principal amount of $ 750,000 . The convertible promissory note bears interest of 10 % and is payable at maturity on June 30,
2024 . Stanley may convert the consolidated convertible Note into shares of the Company’s common stock at a conversion price
equal to 85 % of the lowest trading price during the 20-day period preceding the date of conversion. The Company recorded a gain
on debt extinguishment of $ 408,034 at the issuance date.

 As of June, 30, 2023
and December 31, 2022 the principal balance of Stanley debt is $ 708,395 and 116,605 respectively. The unpaid interest of the Stanley
debt at June 30, 2023 and December 31, 2022 was $ 32,132 and $ 11,247 , respectively.

 Discounts on convertible notes 

 The Company recognized debt discount of $ 179,876 
and $ 307,879 during the six months ended June 30, 2023 and 2022, respectively, related to the amortization of the debt discount
on convertible notes. The unamortized debt discount at June 30, 2023 and at December 31, 2022 was $ 268,423 and $ 307,879 , respectively.

 A roll-forward of the convertible notes payable
from December 31, 2022 to June 30, 2023 is below:

 Schedule of convertible notes payable 
 
 Convertible notes payable, December 31, 2022 
 
 $ 
 6,703,393 
 
 Issued for cash 
 
 113,260 
 
 Convertible note issued for accounts payable 
 
 1,262,500 
 
 Payment with cash 
 
 ( 39,043 
 ) 

 Conversion to common stock 
 
 ( 1,232,709 
 ) 

 Other settlement 
 
 ( 37,500 
 ) 

 Convertible notes payable, June 30, 2023 
 
 $ 
 6,769,901 
 
 22 

 Note –10 - Notes Payable, Non-related
Parties and Related Party 

 Notes payable, non-related parties at June
30, 2023 and December 31, 2022 consist of the following:

 Schedule of notes payable 
 
 June 30, 
 
 December 31, 

 2023 
 
 2022 

 1800 note 
 
 $ 
 86,655 
 
 $ 
 — 
 
 SBA loan 
 
 350,000 
 
 350,000 
 
 Total notes payable 
 
 436,655 
 
 350,000 
 
 Unamortized debt discount 
 
 ( 11,229 
 ) 
 
 — 
 
 Notes payable 
 
 425,426 
 
 350,000 
 
 Less current portion 
 
 122,093 
 
 ( 41,137 
 ) 

 Notes payable, long-term portion 
 
 $ 
 303,333 
 
 $ 
 308,863 
 
 SBA Loan 

 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 %, 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
12 months. 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. The Modified Note will continue to bear interest at 3.75 % and is due
30 years from the date of issuance of the Original Note. 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 June 30, 2023 and at December 31, 2022 was $ 350,000 and $ 350,000 plus accrued interest
of $ 30,005 and $ 23,707 , respectively. The Company did not perform any payment on the loan and seeking hardship from the SBA for
reduce payment which was not yet addressed by the SBA.

 Notes payable, related party at June 30,
2023 and December 31, 2022 consist of the following: 

 Schedule of notes payable related parties 
 
 June 30, 
 
 December 31, 

 2023 
 
 2022 

 Alpha Eda note payable 
 
 $ 
 140,000 
 
 $ 
 140,000 
 
 Total notes payable, related party 
 
 140,000 
 
 140,000 
 
 Unamortized debt discount 
 
 — 
 
 — 
 
 Notes payable, net, related party 
 
 140,000 
 
 140,000 
 
 Less current portion 
 
 ( 140,000 
 ) 
 
 ( 140,000 
 ) 

 Notes payable, net, related party, long-term portion 
 
 $ 
 — 
 
 $ 
 — 
 
 Alpha Eda 

 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%, is
unsecured and was due on September 30, 2021. On March 31, 2023 Alpha and the Company extended the note maturity to December
31, 2023. The balance of the note at June 30, 2023 and at December 31, 2022 was $ 140,000 and $ 140,000 plus accrued interest
of $ 39,217 and $ 32,633 , respectively.

 23 

 Discounts on Promissory Note 

 The Company recognized debt discount of $ 66,616 
and $ 0 during the period ended June 30, 2023 and December 31, 2022, respectively, related to the amortization of the debt discount
on promissory notes. The unamortized debt discount at June 30, 2023 and at December 31, 2022 was $ 51,496 and $ 0 , respectively.

 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 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. The Company recorded accrued settlement of $ 4,090,057 and $ 4,090,057 at June 30, 2023 and at December 31, 2022,
respectively.

 Note 12 - Derivative Liability 

 Certain of the convertible notes payable discussed
in Note 10 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 FV of the derivative liability is recorded
and shown separately under current liabilities. Changes in the FV 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 FV of derivative liability at June 30, 2023 and at December
31, 2022:

 Schedule of assumptions to measure fair value 
 
 June 30, 
 
 December 31, 

 2023 
 
 2022 

 Stock price 
 
 $ 
 0.00042 
 
 $ 
 0.001 
 
 Risk free rate 
 
 4.40 - 5.47 
 % 
 
 4.42 - 4.76 
 % 

 Volatility 
 
 182 - 364 
 % 
 
 213 - 277 
 % 

 0.00009 - 
 
 0.0015 - 
 
 Conversion/ Exercise price 
 
 $ 
 0.00043 
 
 $ 
 0.0017 
 
 Dividend rate 
 
 0 
 % 
 
 0 
 % 

 The following table represents the Company’s
derivative liability activity for the period ended June 30, 2023:

 Schedule of derivative instruments and hedging activities 
 
 Derivative liability balance, December 31, 2022 
 
 $ 
 1,714,142 
 
 Issuance of derivative liability during the period 
 
 1,369,920 
 
 Fair value of beneficial conversion feature of debt converted 
 
 ( 2,002,684 
 ) 

 Change in derivative liability during the period 
 
 13,028,486 
 
 Derivative liability balance, March 31, 2023 
 
 $ 
 14,109,864 
 
 24 

 Note 13 - Stockholders’ Equity 

 Common Stock 

 On October 25, 2021 FINRA approved the Reverse
Stock Split and on October 26, 2021, the Company effectuated a 1 for 50 reverse stock split. 

 In July 7, 2022 the Company filed a preliminary
information statement to the stockholders of record (the “Record Date”) in connection with certain actions to be taken
by the written consent by stockholders holding a majority of the voting stock of the Company, dated as of June 28, 2022.

 ● 
 To amend the Company’s Articles
 of Incorporation, (the “Articles of Incorporation”) to increase the number of authorized shares of common stock,
 par value $ 0.00001 per share (the “Common Stock”), of the Company from 2,000,000,000 shares to
 10,000,000,000 shares. This action concluded on August 11, 2022. 

 ● 
 (i) authorize the Company’s Board
 of Directors to effect, in its sole discretion, a reverse stock split of the Common Stock in a ratio of up to 1-for-500 (the
 “Reverse Stock Split”), and (ii) authorize the filing of an amendment to the Company’s Articles of Incorporation
 to implement the Reverse Stock Split and any other action deemed necessary to effectuate the Reverse Stock Split, without
 further approval or authorization of stockholders, at any time prior to December 31, 2023. This action was not commenced yet
 by the Company’s board. 

 During
the period ended June 30, 2023, the Company had the following transactions in its common stock: 

 ● 
 Of 3,915,160,446 Shares issued for
 the conversion of convertible notes of $ 1,232,709 and accrued interest of $ 52,211 ; and 

 ● 
 Of 100,000,000 Shares issued to
 Pacific Captital Markets LLC for certain for service agreement between Pacific Captital Markets LLC. and the Company. The
 value of the shares of $ 80,000 was determined based on the FV of the Company’s common stock; 

 Series B Preferred Shares 

 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 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 or splits.

 As of June 30, 2023 and as of December 31,
2022, there were 45,000 Series B Preferred Shares outstanding.

 Series C Preferred Shares 

 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 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 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.

 25 

 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.

 At June 30, 2023 and at December 31, 2022,
GV owns 700 Series C Preferred Shares.

 Series D Preferred Shares 

 As of June, 30, 2023 and as of December 31,
2022, there are 0 and 0 shares of Series D Preferred Shares outstanding, respectively.

 Series G Preferred Shares 

 As of June, 30, 2023 and as of December 31,
2022, 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 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 for the issuance of 20,000 shares of Series H Convertible Preferred
Stock of the Company and a Convertible Note 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% 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 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.

 As of June, 30, 2023 and as of December 31,
2022, there are 20,000 shares of Series H Preferred Shares outstanding.

 Warrants 

 The following is a summary of warrant activity.

 Schedule of Summary of warrant activity 
 
 Weighted 
 
 Weighted 
 Average 
 
 Average 
 Remaining 
 Aggregate 

 Warrants 
 Exercise 
 Contractual 
 Intrinsic 

 Outstanding 
 Price 
 Life 
 Value 

 Outstanding,
 December
 31, 2022 
 70,770 
 $ 205.07 
 0.30 
 $ — 

 Granted 
 — 
 
 Forfeited 
 60,100 
 
 Exercised 
 — 
 
 Outstanding,
 June
 30,
 2023 
 10,670 
 $ 729.90 
 0.02 
 $ — 

 Exercisable,
 June
 30,
 2023 
 10,670 
 $ 729.90 
 0.02 
 $ — 

 26 

 The exercise price for warrant outstanding
and exercisable at March 31, 2023:

 Schedule of Summary of exercise price for warrant outstanding 
 
 Outstanding 
 
 Exercisable 
 
 Number of 
 
 Exercise 
 
 Number of 
 
 Exercise 

 Warrants 
 
 Price 
 
 Warrants 
 
 Price 

 10,000 
 
 135.00 
 
 10,000 
 
 135.00 
 
 400 
 
 1,595.00 
 
 400 
 
 1,595.00 
 
 100 
 
 11,750.00 
 
 100 
 
 11,750.00 
 
 150 
 
 12,500.00 
 
 150 
 
 12,500.00 
 
 20 
 
 14,000.00 
 
 20 
 
 14,000.00 
 
 10,670 
 
 10,670 
 
 Equity Purchase
Agreement and Registration Rights Agreement 

 On December 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”) for $10,000,000, subject to certain limitations and conditions set forth
in the Equity Financing Agreement from time to time over 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. Puts are 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 parties. The Equity Financing Agreement
terminates upon any of the following events: when GHS has purchased $10,000,000 in the Common Stock of the Company pursuant to
the Equity Financing Agreement; on the date that is 24 calendar months from the date the Equity Financing Agreement was executed.

 Actual sales of shares
of Common Stock to GHS under the Equity Financing Agreement will depend on a variety of factors to be determined by the Company
from time to time, including, among others, market conditions, the trading price of the Common Stock and determinations by the
Company as to the appropriate sources of funding for the Company and its operations.

 For the period ended June 30, 2023,
the Company did not receive any proceeds from the equity purchase agreement.

 Note 14 - 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.

 27 

 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 of $5,000 per month.

 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.
Mr. Davis served as Interim Chief Executive Officer since July 2018 until his resignation on April 11, 2020. The term of Mr. Davis’
employment was for two years through January 1, 2021. Mr. 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. Mr. Davis was also entitled to the issuance of Stock
Options to acquire 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 and Mr. Davis entered into a Consulting Agreement
in which Mr. Davis is engaged to provide services for $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. Mr. 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 was
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. Mr. Davis’ resignation was not the result of any disagreements with management
or board of directors of the Company. On March 31, 2023 Doug Davis gave notice to the Company of termination of the consulting
agreement dated October 10, 2019.

 On July 20, 2023, the Company through its wholly
owned subsidiary, Greenwich International Holdings, a Costa Rica corporation (“Greenwich”), entered into an Amended
and Restated Joint Venture (the “2023 Tokenize Agreement”) with Magic Internacional Argentina FC, S.L. (“Magic”)
and GBT Tokenize Corp (“GBT Tokenize”). On March 6, 2020, the Company through Greenwich entered into a Joint Venture
and Territorial License Agreement (the “2020 Tokenize Agreement”) with Tokenize-It, S.A. (“Tokenize”).
Under the 2020 Tokenize Agreement, the parties formed GBT Tokenize and Tokenize contributed its technology portfolio as described
in the 2020 Tokenize Agreement with each Tokenize and the Company owning 50% of 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 start-ups
(“Technology Portfolio”). In addition to the Technology Portfolio, Tokenize contributed the services and resources
for the development of the Technology Portfolio to GBT Tokenize. The Company contributed 2,000,000 shares of common stock. On May
28, 2021, the parties agreed to amend the 2020 Tokenize Agreement to expand the territory granted for the Technology Portfolio
under the license to GBT Tokenize to include the entire continental United States. The Company issued GBT Tokenize an additional
 14,000,000 shares of common stock. On June 30, 2021, Tokenize and its shareholder assigned all their rights under the 2020 Tokenize
Agreement, including the Company’s pledged 50% ownership in GBT Tokenize to Magic. On April 11, 2022, the Company, through
Greenwich, entered into a Master Joint Venture and Territorial License Agreement (the “2022 Tokenize Agreement”) with
Magic and Tokenize which replaced the 2020 Tokenize Agreement. The Company issued GBT Tokenize an additional 150,000,000 shares
of common stock of the Company. GBT Tokenize has developed a

 28 

 vital device based on the Technology Portfolio that is ready for commercialization,
as well as certain derivative technologies, which positioned GBT Tokenize to further develop or license certain code sources. On
April 3, 2023, GBT Tokenize entered its first commercial transaction to date through the sale of the Avant-AI! technology that
been developed by GBT Tokenize, based on the Technology Portfolio pursuant to which GBT Tokenize received 26,000,000 shares of
common stock of Buyer’s shares – Avant Technologies, Inc. The 2023 Tokenize Agreement restated and replaced the 2022
Tokenize Agreement. Pursuant to the 2023 Tokenize Agreement, as a result of the contribution of the Technology Portfolio by Tokenize
and the subsequent contribution of services for the development of the Technology Portfolio by Tokenize and Magic, GBT Tokenize
has been able to continue in operation, which has benefited the Company despite its contribution of 166 million shares of common
stock valued at approximately $ 50,000 . In order to maintain its 50 % ownership interest in GBT Tokenize, the Company agreed to contribute
its portfolio of intellectual property to GBT Tokenize and issue to GBT Tokenize 1,000 shares of Series I Preferred Stock (the
“Series I Stock”) with a stated value of $ 35,000 per share which is convertible into common stock of the Company by
dividing the stated value by the conversion price of $ 0.0035 , which, if converted in full would result in the issuance of 10 billion
shares of common stock of the Company. Further, the Series I Stock will vote on an as converted basis. The Company pledged its
50% ownership in GBT Tokenize and its 100% ownership of Greenwich to Magic to secure its Technology Portfolio investment.

 Yello Partners Inc.

 As of June, 30, 2023 and as of December 31,
2022, the Company has $ 565,000 and $ 505,000 owed to Yello Partners, Inc., a Company owned by the CEO.

 Alpha Eda Note Payable – Related Party 

 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 %,
is unsecured and was due on September 30, 2021 . On March 31, 2023 Alpha and the Company extended the note maturity to December
31, 2023 .

 Stanley Hills LLC
Convertible Note Payable – Related Party 

 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”) from 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 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 had 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 10) and also converted $ 126,003 of accrued interest into the principal balance. 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 10). On January 1, 2023, the Company issued a convertible promissory note to Stanley for its credit
balances in the principal amount of $750,000. The convertible promissory note bears interest of 10% and is payable at maturity
on June 30, 2024. Stanley may convert the consolidated convertible Note into shares of the Company’s common stock at a conversion
price equal to 85% of the lowest trading price during the 20-day period preceding the date of conversion. The Company recorded
a gain on debt extinguishment of $ 408,034 at the issuance date.

 29 

 Stanley 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 10 trading days immediately preceding the issuance. SURG paid $ 400,000 in cash and $ 800,000 
by shares. The SURG common stock issued to Altcorp has 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 31, 2021. On January
1, 2023, the Company issued a convertible promissory note to Stanley for its credit balances in the principal amount of $ 750,000 .
As of June 30, 2023, the Company has recorded an outstanding payable balance to Stanley amounted $ 607,327 .

 Consulting income for the period ended June
30, 2023 and for the year ended on December 31, 2022 were $ 0 and $ 45,000 . Consulting income are derived from providing IT consulting
services to Stanley Hills, a related party.

 Note 15 - Contingencies 

 GBT Technologies, S.A. 

 On 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: 32893586; Application Number: 16008069; Type: Utility under 35 USC 111(a); 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. Upon signing the GBT-CR License Agreement,
GBT-CR paid the Company $ 300,000 which is nonrefundable. The Company 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 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. 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.

 30 

 Stock Loan Receivable 

 On 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 pledged 4,006 restricted shares of its common stock valued at $ 7,610,147 (based on the closing price
on the grant date) for three years for 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. valued at 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. 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 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 4,006 restricted shares
to the Company for cancellation. The 4,006 restricted shares have not yet been returned to the Company as of June 30,
2023.

 Investment in Surge Holdings , Inc. 

 On September 30, 2019, GBT Technologies Inc.
(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 for $ 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.

 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 10 trading days immediately preceding the issuance. SURG paid $ 400,000 in cash and $ 800,000 by shares.
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 recorded an outstanding payable 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.

 31 

 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 Office–) - 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. SURG has 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 of $ 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, LLC. 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 January 2022 and paid out $ 3,750,000 to the third parties before December 31, 2022.

 As the Company committed to assign certain
revenue share agreement to SURG as part of the Company’s settlement with RWJ Agreement, on October 5, 2022 and as cumulation
of all settlement agreements the Company issued a request to the SURG regarding release of certain escrow funds and the execution
of an assignment of rights as contemplated in the aforereferenced agreement.

 As of June 30, 2023 and as of December, 31
2022 there is no balances with regard to this transactions.

 Assignment of
lease agreement 

 On May 17, 2022, Mahaser
LLC (“Assignee”) entered into an assignment and assumption of lease agreement by and between 2819 Coldwater LLC (“Assignor”),
Sunset Place Holdings LLC (“Lessor”) and Yossi Attia (“Guarantor”). Pursuant to the agreement, Lessor agreed
to lease to Assignor certain Standard Industrial/Commercial Multi-Tenant Lease – Gross agreement dated February 7, 2022 (the
“Lease”) and expiring on January 31, 2024, which premises commonly known as 8265 Sunset Boulevard, Suite #107, West
Hollywood, CA 90046. The base rent payment shall equal $ 4,100 per month and share of common area operating expense shall equal
$ 200 per month. Guarantor has guaranteed payment of Assignor’s obligations under the Lease and Assignor assigned all
of its right, title and interest in the Lease to Assignee and Assignee assumed Assignor’s obligations under the Lease.

 32 

 Metaverse Agreements 

 On June 10, 2022, the Company, entered into
a Joint Venture and Territorial License Agreement (the “Metaverse Agreement”) with Ildar Gainulin and Maria Belova
(collectively, the “Licensor”).

 Under the
Metaverse Agreement, the parties formed Metaverse Kit Corp., a Nevada corporation (“Metaverse Kit”). The purpose of
Metaverse Kit was to develop, maintain and support source codes for its proprietary technologies and comprehensive platform that
combines a core virtual reality platform and an extended set of real-world functions to provide a metaverse experience initially
within the area of sports and then expanding into virtual worlds of entertainment, live events, gaming, communications and other
cross over product opportunities (the “Meta Portfolio”). Under the Metaverse Agreement, Licensor agreed to provide
Metaverse Kit with the licensed technology and expertise. In connection therewith, the parties entered an Asset Purchase Agreement
(the “Metaverse APA”) concurrently with the Metaverse Agreement whereby Licensor sold Metaverse Kit all source codes
pertaining to the Meta Portfolio. Further, Licensor provided an exclusive license to Metaverse Kit throughout the world for the
invented product/service and the related platforms relating to the Meta Portfolio and to use the know how to develop, manufacture,
sell, market and distribute the Meta Portfolio throughout the world. The Company was required to contribute 500,000,000 shares
of common stock of the Company (“GBT Shares”) to Metaverse Kit. Licensor and the Company were to each own 50% of Metaverse
Kit. The Company pledged its 50% ownership in Metaverse Kit to Igor 1 Corp. to secure a convertible note held by Igor 1 Corp. The
Company was to appoint two directors and Licensor was allowed to appoint one director of Metaverse Kit.

 In addition, Metaverse
Kit, Licensor and Elentina Group, LLC (“Elentina”) entered into a Consulting Agreements in which IGBM and Elentina,
each were engaged to provide services for $25,000 per month payable quarterly which Metaverse Kit has the option to pay in shares
of common stock calculated by the amount owed divided by the Company’s 10-day VWAP. Licensor and Elentina were to provide
services in connection with the development of the business as well as Metaverse Kit’s capital raising efforts. The term
of the Consulting Agreement was two years.

 The closing of the
Metaverse Agreement occurred on June 13, 2022.

 On March 14, 2023,
the Company received a counter signed Settlement Agreement and Release by Licensor dated March 2, 2023 (“Settlement Agreement”).
Pursuant to the Settlement Agreement, the parties agreed that Metaverse Agreement, the Metaverse APA and the Consulting Agreement
are void and cancelled. Licensor agreed to pay $5,000 to the Company as settlement payment and surrender their shares in Metaverse
Kit.

 On February 1, 2023,
the Company engaged AlKhatib Consulting Group to provide exclusive representation services in connect with managing market partners,
effective on February 1, 2012 for 24 consecutive months.

 Assets Sale - TREN 

 On April 3, 2023, GBT Tokenize Corp. (“Seller”),
a subsidiary that is owned 50 % by the Company, entered into an agreement to sell certain assets relating to a proprietary system
and method named Avant-Ai to TREN. Avant-Ai is a text-generation, deep learning self-training model. In exchange for the assets,
TREN is required to issue 26,000,000 common shares (“Shares”) to Seller. The Shares will be restricted under Rule 144
of the Securities Act of 1933, as amended, and Seller agreed to a lock-up period of nine months following closing. If TREN is unable
to up-list to Nasdaq either through a business combination or otherwise within nine months of the closing, Seller may request that
all transactions contemplated by the agreement be unwound.

 On July 18, 2023, TREN changed its name to
Avant Technologies, Inc. and its ticker symbol on OTC Markets was changed to AVAI.

 Potential IP’s Sale 

 On April 17, 2023,
the Company, Bannix Acquisition Corp. (“Bannix”) and EVIE Autonomous Ltd. (“EVIE”) pursuant to which Bannix
agreed to acquire EVIE. In addition, Bannix agreed to acquire from the Company the Apollo System which is intellectual
property covered by patent application (publication number 2022/0405966) filed with the US Patent and Trademark Office. This patent
application describes a machine learning driven technology that controls radio wave transmissions, analyzes their reflections data,
and constructs 2D/3D images of stationary and moving objects. The Apollo system is based on radio waves and can detect an entity’s
moving and stationary positions, enabling imaging technology to show these movements and positions on a screen in real time. This
includes an AI technology that controls the radio waves transmission and analyzes the reflections. The goal is to integrate the
Apollo System as an efficient driver monitoring system, detecting impaired or distracted drivers, providing audible and visual
alerts. Consummation of the above transactions are subject to the execution of a mutually satisfactory definitive agreement by
the Company, Bannix and EVIE (the “Definitive Agreement”).

 33 

 Service Agreement 

 On February 24, 2023 the Company entered into
service agreement with Pacific Capital Markets LLC , where 100,000,000 Shares issued to it for certain for service agreement
between Pacific Captital Markets LLC. and the Company. The value of the shares of $ 80,000 was determined based on the FV of
the Company’s common stock. Pacific Capital Markets never granted the contracted services, and been notified accordingly
by the Company. Specifically, GBT, as a Nevada Corporation, ”may authorize shares to be issued for consideration
consisting of any tangible or intangible property or benefit to the corporation, including, but not limited to, cash, promissory
notes, services performed, [or] contracts for services to be performed...” NRS 78.211(1). As such on or Friday,
July 14, 2023 the Company’s Board adopted a resolution to immediately cancel the transfer of Shares in its entirety,
and commence action on it.

 Note 16 – Concentrations 

 Concentration of Credit Risk 

 Financial instruments, which potentially subject
the Company to a concentration of credit risk for the years, consist principally of temporary cash investments. There have been
no losses in these accounts through June 30, 2023 and the year ended on December 31, 2022.

 Liquidity risk

 The Company has an accumulated deficit
of $ 314,747,007 and has a working capital deficit of $ 30,698,032 as of June 30, 2023, 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.

 Customers 

 Sales for both the period ended June 30, 2023
and 2022 were $ 349,204 and $ 614,951 . The Consulting income from related party for the period ended June 30, 2023 and 2022 was $ 0 
and $ 45,000 .

 Note 17 - Subsequent Events 

 On July 28, 2023 the Company filed with the SEC preliminary information
statement seeking to amends the Company’s Articles of Incorporation, to increase the number of authorized shares of common stock,
par value $ 0.00001 per share, of the Company from 10,000,000,000 shares
 to 30,000,000,000 shares.

 On April 17, 2023, Bannix Acquisition Corp.
 (“Bannix”), EVIE Autonomous Group Ltd. (“EVIE”) and EVIE’s shareholders entered into a Business Combination
 Agreement pursuant to which Bannix agreed to acquire EVIE. In addition, Bannix agreed to acquire from the Company, the
 Apollo System which is intellectual property covered by patent application filed with the US Patent and Trademark Office. This
 patent application describes a machine learning driven technology that controls radio wave transmissions, analyzes their reflections
 data, and constructs 2D/3D images of stationary and moving objects. The Apollo system is based on radio waves and can detect an
 entity’s moving and stationary positions, enabling imaging technology to show these movements and positions on a screen in
 real time. This includes an AI technology that controls the radio waves transmission and analyzes the reflections. The goal is
 to integrate the Apollo System as an efficient driver monitoring system, detecting impaired or distracted drivers, providing audible
 and visual alerts (“the “Patents”).

 On August 8, 2023, Bannix entered into a Patent
 Purchase Agreement (“PPA”) with GBT Tokenize Corp. (“Tokenize”), a which is 50 % owned of GBT, which provided
 its consent, to acquire the entire right, title, and interest of the Patents. The closing date of the PPA will be immediately follow
 the closing of the acquisition of EVIE by Bannix. The Purchase Price is set at 5% of the consideration that Bannix is paying to
 the shareholders of EVIE. The Business Combination Agreement sets the consideration to be paid by Bannix at $ 850 million and, in
 turn, the consideration in the PPA to be paid to Tokenize is $ 42.5 million. If the final purchase price is less than $ 30 million,
 Tokenize has the option to cancel the PPA. In accordance therewith, Bannix agrees to pay, issue and deliver to Tokenize, $ 42,500,000 
 in series A preferred stock to Tokenize, which such terms will be more fully set forth in the Series A Preferred Stock Certificate
 of Designation to be filed with the Secretary of State of the State of prior to the Closing Date. The Series A Preferred Stock
 will have stated value of face value of $ 1,000 per share and is convertible, at the option of Tokenize, into shares of common stock
 of Bannix at 5% discount to the VWAP during the 20 trading days prior to conversion, and in any event not less than $ 1.00 . The
 Series A Preferred Stock will not have voting rights and will be entitled to dividends only in the event of liquidation. The Series
 A Preferred Stock will have a 4.99 % beneficial ownership limitation.

 Series A Preferred Stock and the shares of
 common stock issuable upon conversion of the Series A Preferred Stock (the “Conversion Shares”) shall be subject to
 a lock-up beginning on the Closing Date and ending on the earliest of (i) the six (6) months after such date, (ii) a Change in
 Control, or (iii) written consent of Purchaser (the “Seller Lockup Period”).

 Subsequent to June 30, 2023, 1,152,941,176 shares
of common stock were issued for the conversion of convertible notes of $ 98,000 .

 34 

 ITEM 2. MANAGEMENT’S DISCUSSION AND
ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATION 

 The following discussion should be read in
conjunction with our consolidated financial statements(“CFS”) and related notes included elsewhere in this report.
In addition to historical information, this discussion includes forward-looking information that involves risks and assumptions,
which could cause actual results to differ materially from management’s expectations. See “Forward-Looking Statements”
included in this report.

 Forward-Looking Statements 

 This Quarterly Report on Form 10-Q contains
forward looking statements, including without limitation, statements related to our plans, strategies, objectives, expectations,
intentions and adequacy of resources. Investors are cautioned that such forward-looking statements involve risks and uncertainties
including without limitation the following: (i) our plans, strategies, objectives, expectations and intentions are subject to change
at any time at our discretion; (ii) our plans and results of operations will be affected by our ability to manage growth; and (iii)
other risks and uncertainties indicated from time to time in our filings with the Securities and Exchange Commission.

 In some cases, you can identify forward-looking
statements by terminology such as ‘‘may,’’ ‘‘will,’’ ‘‘should,’’
‘‘could,’’ ‘‘expects,’’ ‘‘plans,’’ ‘‘intends,’’
‘‘anticipates,’’ ‘‘believes,’’ ‘‘estimates,’’ ‘‘predicts,’’
‘‘potential,’’ or ‘‘continue’’ or the negative of such terms or other comparable
terminology. Although we believe that the expectations reflected in the forward-looking statements are reasonable, we cannot guarantee
future results, levels of activity, performance, or achievements. Moreover, neither we nor any other person assumes responsibility
for the accuracy and completeness of such statements. Readers are cautioned not to place undue reliance on these forward-looking
statements, which speak only as of the date hereof. We are under no duty to update any of the forward-looking statements after
the date of this Report.

 This section of the report should be read together
with Footnotes of the Company audited financials for the year ended December 31, 2022, the unaudited statements of operations for
the six months ended June 31, 2023 and 2022 are compared in the sections below.

 35 

 General Overview 

 Organization and Line of Business 

 GBT Technologies 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. The Company derived revenues from (i) the provision of IT consulting services;
and (ii) from the licensing of its technology. (ii) from selling electronic products through e-commerce platforms.

 On February 18, 2022 the Company, effective
March 1, 2022 entered into a Revenue Sharing Agreement (“RSA”) with Mahaser LTD. (“Mahaser”) pursuant to
which the Company shares revenues generated by Mahaser with respect to e-commerce sales through the online retail platform in the
United States of America.

 On July 20, 2023, the Company through its wholly
owned subsidiary, Greenwich International Holdings, a Costa Rica corporation (“Greenwich”), entered into an Amended
and Restated Joint Venture (the “2023 Tokenize Agreement”) with Magic Internacional Argentina FC, S.L. (“Magic”)
and GBT Tokenize Corp (“GBT Tokenize”). GBT Tokenize has developed a vital device based on the Technology Portfolio
that is ready for commercialization, as well as certain derivative technologies, which positioned GBT Tokenize to further develop
or license certain code sources. On April 3, 2023, GBT Tokenize entered its first commercial transaction to date through the sale
of the Avant-AI! technology that been developed by GBT Tokenize, based on the Technology Portfolio.

 The unaudited condensed financial statements
(“CFS”) are prepared by the Company, pursuant to the rules and regulations of the SEC. The information furnished herein
reflects all adjustments, consisting only of normal recurring adjustments, which in the opinion of management, are necessary to
fairly state the Company’s financial position, the results of its operations, and cash flows for the periods presented

 Results of Operations: 

 Three Months Ended June 30, 2023 and 2022 

 A comparison of the statements of operations
for the three months ended June 30, 2023 and 2022 is as follows:

 Three Months Ended
 June 30 
 Change 

 2023 
 2022 
 $ 
 % 

 Sales 
 $ 131,419 
 $ 344,981 
 $ (213,562 ) 
 -62 % 

 Consulting income
 – related party 
 — 
 — 
 — 
 0 % 

 Total sales 
 131,419 
 344,981 
 (213,562 ) 
 -62 % 

 Cost of goods sold 
 148,827 
 179,471 
 30,644 
 17 % 

 Gross profit 
 (17,408 ) 
 165,510 
 (182,918 ) 
 -111 % 

 Operating expenses 
 334,501 
 926,342 
 (591,841 ) 
 -64 % 

 Loss from operations 
 (351,909 ) 
 (760,832 ) 
 408,923 
 -54 % 

 Other income 
 (9,563,854 ) 
 (2,680,306 ) 
 (6,883,548 ) 
 257 % 

 Income (Loss) before
 provision for income taxes 
 (9,915,763 ) 
 (3,441,138 ) 
 (6,474,625 ) 
 188 % 

 Provision for income taxes 
 — 
 — 
 — 
 
 Net Income (Loss) 
 $ (9,915,763 ) 
 $ (3,441,138 ) 
 $ (6,474,625 ) 
 188 % 

 For the three months period ended June 30,
2023, our Company earned net revenues of $131,419. 100% sales were derived from E-commerce sales.

 36 

 Operating expenses for the three months ended
June 30, 2023 were $334,501, compared to $926,342 for the same period in 2022. The decrease of $591,841 or 64% was principally
due to a decrease in marketing and Professional expense.

 Other income (expense) for the three months
ended June 30, 2023 was $(9,563,854), an increase of $6,883,548 or 257% from $(2,680,306) for the same period in 2022. The change
is principally due to an increase in the change in FV of derivative liability and loss from the marketable securities.

 Net income (loss) for the three months ended
June 30, 2023 was $(9,915,763) compared to $(3,441,138) for the same period in 2022 due to the factors described above.

 Six Months Ended June 30, 2023 and 2022 

 A comparison of the statements of operations
for the six months ended June 30, 2023 and 2022 is as follows:

 Six
Months Ended June 30 
 
 Change 

 2023 
 
 2022 
 
 $ 
 
 % 

 Sales 
 
 $ 
 349,204 
 
 $ 
 569,951 
 
 $ 
 (220,747 
 ) 
 
 -39 
 % 

 Consulting
income  related party 
 
  
 
 45,000 
 
 (45,000 
 ) 
 
 -100 
 % 

 Total
sales 
 
 349,204 
 
 614,951 
 
 (265,747 
 ) 
 
 -43 
 % 

 Cost
of goods sold 
 
 324,918 
 
 388,458 
 
 (63,540 
 ) 
 
 -16 
 % 

 Gross
profit 
 
 24,286 
 
 226,493 
 
 (202,207 
 ) 
 
 -89 
 % 

 Operating
expenses 
 
 832,730 
 
 1,932,744 
 
 (1,100,014 
 ) 
 
 -57 
 % 

 Loss
from operations 
 
 (808,444 
 ) 
 
 (1,706,251 
 ) 
 
 897,807 
 
 -53 
 % 

 Other
income 
 
 (14,737,032 
 ) 
 
 2,191,353 
 
 (16,928,385 
 ) 
 
 -773 
 % 

 Income
(Loss) before provision for income taxes 
 
 (15,545,476 
 ) 
 
 485,102 
 
 (16,030,578 
 ) 
 
 -3305 
 % 

 Provision
for income taxes 
 
  
 
  
 
  
 
 Net
Income (Loss) 
 
 $ 
 (15,545,476 
 ) 
 
 485,102 
 
 (16,030,578 
 ) 
 
 -3305 
 % 

 For the six months period ended June 30, 2023,
our Company earned net revenues of $349,204. 100% sales were derived from E-commerce sales.

 For the six months period ended June 30, 2022,
our Company earned net revenues of $614,951. $45,000 sales were derived from providing IT consulting services to a related party,
and $569,951 sales were derived from e-commerce sales that commenced in the six months ended June 30, 2022.

 Operating expenses for the six months ended
June 30, 2023 were $832,730, compared to $1,932,744 for the same period in 2022. The decrease of $1,100,014 or 57% was principally
due to a decrease in marketing and Professional expense.

 Other income (expense) for the six months ended June
30, 2023 was $(19,285,944), an increase of $21,477,296 or 980% from $2,191,353 for the same period in 2022. The change is principally
due to an increase in the change in FV of derivative liability and loss from marketable securities.

 Net income (loss) for the six months ended June 30,
2023 was $(15,545,476) compared to $485,102 for the same period in 2022 due to the factors described above.

 37 

 Liquidity and Capital Resources 

 Going Concern 

 The accompanying condensed consolidated financial
statements have been prepared assuming that the Company will continue as a going concern. The Company has an
accumulated deficit of $314,847,007 and has a working capital deficit of $30,698,032 as of June 30, 2023, 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.
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.

 Our cash and cash equivalent were $44,068 and
$106,639 at June 30, 2023 and December 31, 2022, respectively. Cash provided by (used in) operating activities during the period
ended June 30, 2023 was $(217,196) compared to $235,328 during the same period in 2022. The amount provided by operating activities
for the period ended June 30 2023 was primarily related to a net loss of $15,545,476 and offset by amortization of debt discount
of $268,423, and change in FV of derivative liability of $13,028,486. Our working capital position changed by going from a working
capital deficit of $18,522,046 at December 31, 2022 to a working capital deficit of $30,698,032 at June 30, 2023.

 Cash flows used in investing activities were
nil during the period ended June 30, 2023, compared to $275,000 for the same period in 2022. The decrease is due to the Stock Purchase
Agreement with Marko Radisic and Touchpoint Group Holdings, Inc. and the Intellectual Property License and Royalty Agreement with Touchpoint
Group Holdings, Inc. from last year.

 Cash provided from financing activities for
the period ended June 30, 2023 was $154,625, compared to $349,002 for the same period in 2022. The change was primarily due to
an increase in proceeds from convertible notes of $92,150, and an increase in proceeds from related party of $578,893 and repayments
to related party of $549,564 and a repayment of convertible note payable $59,004. Cash from financing activities for the period
ended June 30, 2022, was due to an increase in proceeds from common stock of $231,865 and proceeds from convertible notes of $200,000
and reduce by issuance of note receivable of $100,000.

 We sustained net loss of $15,545,476 for the six months
ended June 30, 2023. In addition, we had a working capital deficit of $30,698,032 and accumulated deficit of $314,847,007 at June 30,
2023.

 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.

 ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES
ABOUT MARKET RISK 

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

 ITEM 4. CONTROLS AND PROCEDURES 

 Evaluation of Disclosure Controls and Procedures 

 As 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 Mansour Khatib, who serves as our Chief Executive Officer and Principal 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, as amended. Based upon that evaluation, our Chief Executive Officer and Principal Financial Officer has 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, as appropriate to allow timely decisions regarding required
disclosures.

 38 

 As 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 consultant with expertise in SEC disclosure and GAAP compliance.
The Company 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 management’s review of key financial documents
and records.

 As 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 Company’s external auditor conducts reviews on a quarterly basis. These actions, in addition
to the improvements identified above, will minimize any risk of a potential material misstatement occurring.

 Changes in Internal Control over Financial
Reporting 

 There were no changes
in the Company’s internal controls over financial reporting during the quarter ended June 30, 2023, that materially affected,
or are reasonably likely to materially affect, the Company’s internal control over financial reporting.

 MANAGEMENT’S
INTERIM 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:

 ● 
 Pertain to
 the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and dispositions of our
 assets; 

 ● 
 Provide 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; and 

 ● 
 Provide 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.

 39 

 Our management assessed the effectiveness of
our internal control over financial reporting as of June 30, 2023. Based on this assessment, management believes that as of June
30, 2023, our internal control over financial reporting is not effective based on those criteria.

 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.

 PART II - OTHER INFORMATION 

 ITEM 1. LEGAL PROCEEDINGS 

 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. 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.: 20STCV32709 (“Second Lawsuit”).
In 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,
2022. It was the Company’s intention to dividend its holdings of its wholly owned subsidiary Ugopher services Corp. (“UGO”).
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. 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.

 Following the sale of UGO, 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.
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. Bauer, Mr. Jackson and against W.L. 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.

 The Company entered
into the Confidential Settlement Agreement and Mutual Release (“RJW Agreement”) by and between RWJ Advanced Marketing,
LLC, Robert Warren Jackson, Gregory Bauer (collectively the “RJW Parties”) and W.L. Petrey Wholesale Company, Inc.,
(“Petrey”) on one hand; and GBT Technologies Inc., on behalf of itself and its agents (collectively the GBT Parties”),
on the other hand. The Company the RJW Agreement effective September 26, 2022 with final signatures delivered to the Company on
or about October 5, 2022. Pursuant to the RJW Agreement, the parties have agreed to settle, release, and otherwise resolve all
known or unknown claims between them and agreed to jointly stipulate, move, or otherwise dismiss the lawsuits filed in the United
States District Court of Nevada (Case No. 2:20-cv- 02078), in the Superior Court of the State of California, County of Los Angeles,
Central District (Case Nos. 19STCV03320 and 20STCV32709),

 40 

 and in the United
States District Court of the Central District of California (Case No. 2:20-cv-09399-RGK-AGR) with prejudice. The parties agreed
and stipulated to release all funds currently being held in a blocked account of $19,809 with 50% distributed to the RWJ Parties
and 50% distributed the Company or its assignee. The Parties also entered into the InComm Assignment Agreement (“IAA”)
which assigned, transferred and conveyed all proceeds derived from the RWJ Parties’ agreements with Interactive Communications
International, Inc., and its affiliate Hi Technology Corp., including but not limited to that Master Distribution and Service Agreement
between Interactive Communications International, Inc. and Petrey d/b/a UGO-HUB dated August 29, 2016, as amended (collectively
referred to as the “InComm Proceeds”), and which shall divide the InComm Proceeds 90% to the Company or its assignee
and 10% to the RWJ Parties or their assignee. Finally, the Company agreed to pay $40,000 to the RWJ Parties or their assignee.
The Company accrued $49,847 expenses represent the final amounts due to the RJW Parties.

 The Company under
a different settlement agreement with SURG, committed to assign the IAA. As such, on October 5, 2022 and as cumulation of all settlement
agreements the Company issued a request to SURG regarding release of certain escrow funds and the execution of an assignment of
rights as contemplated in the aforereferenced agreement.

 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”) 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 per share with respect to 50,000 Warrant Shares, $75 with respect to 75,000 Warrant Shares and $50
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 (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 “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 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 (Case No: 3 :20-cv-00012-CVG-RM)
(the “Virgin Island Court”). 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 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 $716. The Company filed
an answer on August 11, 2020. 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.

 41 

 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 240,000 shares issued,
return of the $5,000 payments, recission of the consulting agreement, and attorney’s fees and costs. As Terry Taylor and
TTSG Holdings failed to appear to a notice of deposition, the Company filed for a summary judgment. On January 20, 2023 the court
issued a $708,821 writ of execution against Terry Taylor and TTSG

 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, Case No. 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 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.

 Item 1A. Risk Factors. 

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

 Item 2. Unregistered Sales of Equity Securities and Use of Proceeds. 

 During the period ended June 30, 2023, the
Company had the following transactions in its common stock:

 ● 
 Of 3,915,160,446 Shares issued for
 the conversion of convertible notes of $1,232,709 and accrued interest of $ $52,211; and 

 ● 
 Of 100,000,000 Shares issued to Pacific Captital Markets LLC for certain
for service agreement between Pacific Captital Markets LLC. and the Company. The value of the shares of $80,000 was determined based
on the FV of the Company’s common stock. The share has been cancelled in subsequent period. 

 Item 3. Defaults Upon Senior Securities 

 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

 42 

 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 (Case No: 3 :20-cv-00012-CVG-RM) (the “Virgin Island Court”). 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 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 $716. The Company filed an answer on August 11, 2020. 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.

 Item 4. Mine Safety Disclosures 

 Not Applicable.

 Item 5. Other Information 

 On April 17, 2023,
the Company, Bannix Acquisition Corp. (“Bannix”) and EVIE Autonomous Ltd. (“EVIE”) pursuant to which Bannix
agreed to acquire EVIE. In addition, Bannix agreed to acquire from the Company the Apollo System which is intellectual
property covered by patent application (publication number 2022/0405966) filed with the US Patent and Trademark Office. This patent
application describes a machine learning driven technology that controls radio wave transmissions, analyzes their reflections data,
and constructs 2D/3D images of stationary and moving objects. The Apollo system is based on radio waves and can detect an entity’s
moving and stationary positions, enabling imaging technology to show these movements and positions on a screen in real time. This
includes an AI technology that controls the radio waves transmission and analyzes the reflections. The goal is to integrate the
Apollo System as an efficient driver monitoring system, detecting impaired or distracted drivers, providing audible and visual
alerts. Consummation of the above transactions are subject to the execution of a mutually satisfactory definitive agreement by
the Company, Bannix and EVIE (the “Definitive Agreement”).

 On July 28, 2023 the Company filed with the
SEC preliminary information statement seeking

 To amend the Company’s Articles of Incorporation,
 to increase the number of authorized shares of common stock, par value $0.00001 per share, of the Company from 10,000,000,000 shares
 to 30,000,000,000 shares.

 ITEM 6. EXHIBITS, FINANCIAL STATEMENT SCHEDULES 

 43 

 Exhibit 

 No. 
 
 Description 

 No. 
 
 Description 

 3.1 
 
 Certificate of Incorporation of Forex International Trading Corp. (1) 

 3.2 
 
 Bylaws of Forex International Trading Corp. (1) 

 3.3 
 
 Certificate of Designation for Series A Preferred Stock (2) 

 3.4 
 
 Certificate of Designation for Series B Preferred Stock (3) 

 3.5 
 
 Certificate of Designation – Series C Preferred Stock (4) 

 3.6 
 
 Amendment to the Certificate of Designation for the Series B Preferred Stock (5) 

 3.7 
 
 Amendment to the Certificate of Designation for the Series C Preferred Stock(5) 

 3.8 
 
 Certificate of Change filed pursuant to NRS 78.209 (6) 

 3.9 
 
 Articles of Merger filed pursuant to NRS 92.A.200 (6) 

 3.10 
 
 Certificate of Amendment to the Articles of Incorporation of Gopher Protocol Inc. (8) 

 3.11 
 
 Certificate of Change dated July 10, 2019 (23) 

 3.12 
 
 Articles of Merger by and between Gopher Protocol Inc. and GBT Technologies Inc. dated July 10, 2019(23) 

 3.13 
 
 Certificate of Correction to the Certificate of Change (24) 

 3.14 
 
 Certificate of Correction to the Articles of Merger by and between Gopher Protocol Inc. and GBT Technologies Inc. dated July 10, 2019 (24) 

 3.15 
 
 Certificate of Amendment to the Articles of Incorporation of GBT Technologies Inc. dated September 23, 2019(26) 

 3.16 
 
 Certificate of Designation for Series B Preferred Stock (7) 

 3.17 
 
 Certificate of Designation of the Preferences, Rights and Limitations of the Series G Convertible Preferred Stock (15) 

 3.18 
 
 Series H Convertible Preferred Stock Certificate of Designation (21) 

 4.1 
 
 Form of Warrant issued to Robert Warren Jackson, Gregory Bauer, Michael Murray and Guardian Patch, LLC dated September 1, 2017 (14) 

 4.2 
 
 Balloon Note payable by Gopher Protocol Inc. to RWJ Advanced Marketing, LLC dated September 1, 2017 (14) 

 4.3 
 
 Form of Warrant issued to Derron Winfrey, Dennis Winfrey, Mark Garner and JIL Venture dated March 1, 2018 (16) 

 4.4 
 
 Note payable by Gopher Protocol Inc. to ECS, LLC dated March 1, 2018 (16) 

 4.5 
 
 Stock Option issued to Kevin Pickard dated April 16, 2018 (17) 

 4.6 
 
 Stock Option issued to Muhammad Khilji dated April 25, 2018 (18) 

 4.7 
 
 6% Convertible Note payable to Pablo Gonzalez dated June 17, 2019 (21) 

 4.8 
 
 Convertible Note payable to Glen Eagles Acquisition LP (22) 

 4.9 
 
 Amendment to Common Stock Purchase Warrant between Gopher Protocol Inc. and Glen Eagles Acquisition LP (22) 

 4.10 
 
 Second Amendment to Promissory Note between GBT Technologies Inc. and Ilaid Research and Trading LP dated July 20, 2020 (29) 

 4.11 
 
 Convertible Promissory Note August 4, 2020 issued to Redstart Holdings Corp. (30) 

 4.12 
 
 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) 

 4.13 
 
 Convertible Promissory Note May 26, 2021 issued to Redstart Holdings Corp. – Executed on May 27, 2021 (32) 

 4.14 
 
 Fifth Amendment to Promissory Note between GBT Technologies Inc. and Iliad Research and Trading LP dated August 19, 2021 executed August 20, 2021 (33) 

 4.15 
 
 Convertible Promissory Note September 21, 2021 issued to Redstart Holdings Corp. – Executed on September 24, 2021, and Funded on September 28, 2021 (34) 

 4.16 
 
 Amended Loan Authorization and Agreement between GBT Technologies Inc. and U.S. Small Business Administration dated October 1, 2021 (35) 

 4.17 
 
 Convertible Promissory Note dated November 8, 2021 issued to Sixth Street Lending LLC (36) 

 44 

 4.18 
 
 Description of Securities (40) 

 4.19 
 
 Convertible Promissory Note dated May 4, 2022 issued to 1800 Diagonal Lending LLC (42) 

 10.1 
 
 Territorial License Agreement dated March 4, 2015, by and between Gopher Protocol Inc. and Hermes Roll LLC (7) 

 10.2 
 
 Amended and Restated Territorial License Agreement dated June 16, 2015 by and between Gopher Protocol Inc. and Hermes Roll LLC (9) 

 10.3 
 
 Letter Agreement dated August 20, 2015 by and between Gopher Protocol Inc. and Dr. Danny Rittman (10) 

 10.4 
 
 Letter Agreement dated March 14, 2016 by and between Gopher Protocol Inc. and Dr. Danny Rittman. (11) 

 10.5 
 
 Amended and Restated Employment Agreement by and between Gopher Protocol Inc. and Dr. Danny Rittman dated April 19, 2016 (12) 

 10.6 
 
 Letter Agreement between the Company and Danny Rittman dated June 29, 2017 (13) 

 10.7 
 
 Asset Purchase Agreement between Gopher Protocol Inc. and RWJ Advanced Marketing, LLC dated September 1, 2017 (14) 

 10.8 
 
 Addendum to Asset Purchase Agreement between Gopher Protocol Inc. and RWJ Advanced Marketing, LLC dated September 1, 2017 (14) 

 10.9 
 
 Employment Agreement between Gopher Protocol Inc. and Gregory Bauer dated September 1, 2017 (14) 

 10.10 
 
 Asset Purchase Agreement between Gopher Protocol Inc. and ECS Prepaid LLC dated March 1, 2018 (16) 

 10.11 
 
 Employment Agreement between Gopher Protocol Inc. and Derron Winfrey dated March 1, 2018(16) 

 10.12 
 
 Employment Agreement between Gopher Protocol Inc. and Mark Garner dated March 1, 2018(16) 

 10.13 
 
 Agreement between Gopher Protocol Inc. and Mobiquity Technologies, Inc. dated September 4, 2018 (19) 

 10.14 
 
 Exclusive Intellectual Property License and Royalty Agreement between Gopher Protocol Inc. and GBT Technologies, S.A. dated September 14, 2018 (20) 

 10.15 
 
 Letter Agreement between Gopher Protocol Inc. and Dr. Danny Rittman dated September 14, 2018 (20) 

 10.16 
 
 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) 

 10.17 
 
 Consulting Agreement entered into between Gopher Protocol Inc. and Glen Eagles Acquisition LP (22) 

 10.18 
 
 Letter Agreement between Mobiquity Technologies, Inc. and GBT Technologies Inc. executed August 2, 2019 Delivered August 6, 2019 (39) 

 10.19 
 
 Stock Purchase Agreement between Mobiquity Technologies, Inc. and GBT Technologies Inc. Dated September 10, 2019 (25) 

 10.20 
 
 Stock Purchase Agreement between Marital Trust GST Subject U/W/O Leopold Salkind and GBT Technologies Inc. dated September 10, 2019 (25) 

 10.21 
 
 Letter Agreement between GBT Technologies Inc. and Stanley Hills LLC dated February 26, 2020 (27) 

 10.22 
 
 Amendment to Promissory Note between GBT Technologies Inc. and Iliad Research and Trading, L.P. dated February 27, 2020 (27) 

 10.23 
 
 Order dated February 27, 2020 issued by the United States District Court District of Nevada (27) 

 10.24 
 
 Joint Venture and Territorial License Agreement by and between GBT Technologies Inc. and Tokenize-It S.A. dated March 6, 2020 (28) 

 10.25 
 
 Consulting Agreement by and between Pablo Gonzalez and GBT Tokenize Corp. dated March 6, 2020 (28) 

 10.26 
 
 Pledge Agreement by and between GBT Tokenize Corp. and Tokenize-It S.A., dated March 6, 2020 (28) 

 10.27 
 
 Securities Purchase Agreement dated August 4, 2020 between GBT Technologies Inc. and Redstart Holdings Corp. (30) 

 10.28 
 
 Securities Purchase Agreement dated November 8, 2021 between GBT Technologies Inc. and Sixth Street Lending LLC (36) 

 10.29 
 
 Equity Financing Agreement between GBT Technologies Inc. and GHS Investments LLC dated December 17, 2021 (37) 

 10.30 
 
 Registration Rights Agreement between GBT Technologies Inc. and GHS Investments LLC dated December 17, 2021 (37) 

 10.31 
 
 Resolution of Purchase, Mutual Release and Settlement Agreement by and among GBT Technologies Inc. and Parties Listed Therein December 22, 2021(38) 

 10.33 
 
 Form of Claim Purchase Agreement dated April 12, 2022 (41) 

 10.34 
 
 Finders Fee Agreement between JH Darbie & Co. and GBT Technologies Inc. dated October 14, 2021 (39) 

 46 

 10.35 
 
 Master Joint Venture and Territorial License Agreement by and between GBT Technologies Inc. and Magic International Argentina FC SL (41) 

 10.36 
 
 Pledge Agreement by and between GBT Tokenize Corp and Magic International Argentina FC SL (41) 

 10.37 
 
 Securities Purchase Agreement dated May 4, 2022 between GBT Technologies Inc. and 1800 Diagnol Lending LLC (42) 

 31.1 
 
 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. 

 32.1 
 
 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. 

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

 (2) 
 Incorporated by reference to the Form 10-K Annual Report filed with the Securities and Exchange Commission on April 6, 2011 

 (3) 
 Incorporated by reference to the Form 10-Q Quarterly Report filed with the Securities and Exchange Commission on May 14, 2012 

 (4) 
 Incorporated by reference to the Form 8-K Current Report filed with the Securities and Exchange Commission on September 27, 2012. 

 (5) 
 Incorporated by reference to the Form 10-Q Quarterly Report filed with the Securities and Exchange Commission on November 20, 2012. 

 (6) 
 Incorporated by reference to the Form 8-K Current Report filed with the Securities and Exchange Commission on February 18, 2015 

 (7) 
 Incorporated by reference to the Form 8-K Current Report filed with the Securities and Exchange Commission on March 12, 2015 

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

 (9) 
 Incorporated by reference to the Form 8-K Current Report filed with the Securities and Exchange Commission on June 16, 2015 

 (10) 
 Incorporated by reference to the Form 8-K Current Report filed with the Securities and Exchange Commission on August 21, 2015 

 (11) 
 Incorporated by reference to the Form 8-K Current Report filed with the Securities and Exchange Commission on April 20, 2016 

 (12) 
 Incorporated by reference to the Form 8-K Current Report filed with the Securities and Exchange Commission on April 20, 2016 

 (13) 
 Incorporated by reference to the Form 8-K Current Report filed with the Securities and Exchange Commission on September 30, 2017 

 (14) 
 Incorporated by reference to the Form 8-K Current Report filed with the Securities and Exchange Commission on September 7, 2017 

 (15) 
 Incorporated by reference to the Form 8-K Current Report filed with the Securities and Exchange Commission on January 3, 2018 

 (16) 
 Incorporated by reference to the Form 8-K Current Report filed with the Securities and Exchange Commission on March 21, 2018 

 (17) 
 Incorporated by reference to the Form 8-K Current Report filed with the Securities and Exchange Commission on April 18, 2018 

 (18) 
 Incorporated by reference to the Form 8-K Current Report filed with the Securities and Exchange Commission on April 26, 2018. 

 (19) 
 Incorporated by reference to the Form 8-K Current Report filed with the Securities and Exchange Commission on September 9, 2018. 

 (20) 
 Incorporated by reference to the Form 8-K Current Report filed with the Securities and Exchange Commission on September 18, 2018. 

 (21) 
 Incorporated by reference to the Form 10-Q Quarterly Report filed with the Securities and Exchange Commission on June 19, 2019. 

 (22) 
 Incorporated by reference to the Form 10-Q Quarterly Report filed with the Securities and Exchange Commission on July 12, 2019. 

 47 

 (23) 
 Incorporated by reference to the Form 8-K Current Report filed with the Securities and Exchange Commission on July 15, 2019. 

 (24) 
 Incorporated by reference to the Form -8-K Current Report filed with the Securities and Exchange Commission on August 5, 2019. 

 (39) 
 Incorporated by reference to the Form 10-Q Quarterly Report filed with the Securities and Exchange Commission on August 7, 2019. 

 (25) 
 Incorporated by reference to the Form 8-K Current Report filed with the Securities and Exchange Commission on September 16, 2019. 

 (26) 
 Incorporated by reference to the Form 8-K Current Report filed with the Securities and Exchange Commission on September 25, 2019. 

 (27) 
 Incorporated by reference to the Form 8-K Current Report filed with the Securities and Exchange Commission on March 2, 2020. 

 (28) 
 Incorporated by reference to the Form 8-K Current Report filed with the Securities and Exchange Commission on March 11, 2020. 

 (29) 
 Incorporated by reference to the Form 8-K Current Report filed with the Securities and Exchange Commission on July 24, 2020. 

 (30) 
 Incorporated by reference to the Form 8-K Current Report filed with the Securities and Exchange Commission on August 10, 2020. 

 (31) 
 Incorporated by reference to the Form 8-K Current Report filed with the Securities and Exchange Commission on May 21, 2021. 

 (32) 
 Incorporated by reference to the Form 8-K Current Report filed with the Securities and Exchange Commission on June 1, 2021. 

 (33) 
 Incorporated by reference to the Form 8-K Current Report filed with the Securities and Exchange Commission on August 23, 2021. 

 (34) 
 Incorporated by reference to the Form 8-K Current Report filed with the Securities and Exchange Commission on September 29, 2021. 

 (35) 
 Incorporated by reference to the Form 8-K Current Report filed with the Securities and Exchange Commission on October 6, 2021. 

 (36) 
 Incorporated by reference to the Form 8-K Current Report filed with the Securities and Exchange Commission on November 11, 2021 

 (37) 
 Incorporated by reference to the Form 8-K Current Report filed with the Securities and Exchange Commission on December 20, 2021 

 (38) 
 Incorporated by reference to the Form 8-K Current Report filed with the Securities and Exchange Commission on December 28, 2021 

 (39) 
 Incorporated by reference to the Form S-1 Registration Statement filed with the Securities and Exchange Commission on January 12, 2022 

 (40) 
 Incorporated by reference to the Form 10-K Annual Report filed with the Securities and Exchange Commission on March 25, 2022 

 (41) 
 Incorporated by reference to the Form 8-K Current Report filed with the Securities and Exchange Commission on April 18, 2022 

 (42) 
 Incorporated by reference to the Form 8-K Current Report filed with the Securities and Exchange Commission on May 10, 2022 

 48 

 SIGNATURES 

 In accordance with Section 13 or 15(d) of the Exchange Act, the
registrant caused this report to be signed on its behalf by the undersigned, there unto duly authorized.

 GBT TECHNOLOGIES INC. 

 (Registrant) 

 Date: August 17, 2023 
 By: 
 /s/ Mansour Khatib 

 Mansour Khatib 

 Chief Executive Officer 

 (Principal Executive, Financial and Accounting Officer) 

 48
Text extracted from the filing as submitted to EDGAR. Formatting, tables and exhibits are simplified for reading; the original document is authoritative for anything you rely on.
GBT Technologies Inc. 10-Q
