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Item 9A. Controls and Procedures

2024-04-19 compared with 2023-04-12 · 1895 added, 2391 removed, 876 unchanged (83% of the section changed)

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CONTROLS AND PROCEDURES

We maintain a system of disclosure

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

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

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

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

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

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

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

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

Based on the foregoing evaluation, our management concluded

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

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

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

required disclosure.

We maintain a system of

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

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

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

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

As required by SEC Rule

15d-15(b), our Chief Executive Officer (Principal Executive and Financial Officer), carried out an evaluation under the supervision and

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

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

Based on the foregoing evaluation, our management

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

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

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

decisions regarding required disclosure.

MANAGEMENT’S ANNUAL

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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.

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),

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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;

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.

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;

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, ICFR reporting

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

Our management assessed the effectiveness of our ICFR

reporting as of December 31, 2022.

Based on this assessment, management believes that as of December 31, 2022, our ICFR reporting is not

effective based on those criteria.

Our management assessed the effectiveness of our

ICFR reporting as of December 31, 2023.

Based on this assessment, management believes that as of December 31, 2023, our ICFR reporting

is not effective based on those criteria.

This annual report does not include an attestation

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OTHER INFORMATION

Not applicable

None of our directors or executive

officers adopted or terminated a Rule 10b5-1 trading arrangement or adopted or terminated a non-Rule 10b5-1 trading arrangement (as defined

in Item 408(c) of Regulation S-K) during the year ended December 31, 2023.

Disclosure Regarding Foreign Jurisdictions

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Mansour Khatib

Chief Executive Officer, Chief Financial Officer and

Chief Executive Officer, Chief Financial Officer and Director

Danny Rittman

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and a PhD in Computer

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

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

Rittman is the Company’s CTO and director.

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From May 2013 through July 2014, Mr.

Khatib served as VP

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

Khatib served as

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

From July 2014 through the present, Mr.

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Khatib received B.A.

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

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

Khatib is the Company’s

CEO and director.

in Economics from Fachhochschule Wuppertal in Wuppertal, Germany in 1988

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

Khatib is the

Company’s CEO and director.

Family Relationships

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executive officers has:

Had a bankruptcy petition

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

or within two years prior to that time.

Been convicted in a criminal

proceeding or been subject to a pending criminal proceeding, excluding traffic violations and other minor offenses.

Been subject to any order,

judgment or decree, not subsequently reversed, suspended or vacated, of any court of competent jurisdiction, permanently or temporarily

enjoining, barring, suspending or otherwise limiting his involvement in any type of business, securities or banking activities.

Been found by a court of

competent jurisdiction (in a civil action), the SEC, or the Commodities Futures Trading Commission to have violated a federal or

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

Been the subject to, or

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

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

associated with a member.

Had a bankruptcy petition filed by or against any business of which

such person was a general partner or executive officer either at the time of the bankruptcy or within two years prior to that time.

Been convicted in a criminal proceeding or been subject to a pending

criminal proceeding, excluding traffic violations and other minor offenses.

Been subject to any order, judgment or decree, not subsequently reversed,

suspended or vacated, of any court of competent jurisdiction, permanently or temporarily enjoining, barring, suspending or otherwise

limiting his involvement in any type of business, securities or banking activities.

Been found by a court of competent jurisdiction (in a civil action),

the SEC, or the Commodities Futures Trading Commission to have violated a federal or state securities or commodities law, and the

judgment has not been reversed, suspended or vacated.

Been the subject to, or a party to, any sanction or order, not subsequently

reverse, suspended or vacated, of any self-regulatory organization, any registered entity, or any equivalent exchange, association,

entity or organization that has disciplinary authority over its members or persons associated with a member.

Corporate governance

On December 17, 2015, the Company established a Nominating

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

and adopted charters to govern each of the Committees.

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

approved and adopted charters to govern each of the Committees.

Currently, there are no members on each of the committees

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employment agreement is terminated.

On August 1, 2021, the Company and Danny Rittman, Chief Technology Officer and a Director of the Company,

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

On August 1, 2021, the Company and Danny Rittman, Chief Technology Officer and a Director of the

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

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

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

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

Effective Date.

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

the Effective Date.

Pursuant to the terms of the Employment Agreement, Mr.

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

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

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

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

There is no understanding or arrangement between Mr.

Khatib and any

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

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

Khatib does not have any family relationship

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Upon the Company generating

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

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

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

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

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

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

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

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

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

into the consumer markets.

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

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

On August 1, 2021, the Company amend

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

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

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

On August 1, 2021, the Company

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

Delinquent Section 16(a) Reports

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Code of Ethics

We have adopted a Code of Ethics that applies to all

officers, directors and employees.

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

to the Company at its registered offices.

We have adopted a Code of Ethics that applies to

all officers, directors and employees.

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

request to the Company at its registered offices.

EXECUTIVE COMPENSATION

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Summary Compensation Table

Non-Qualified

and principal

Michael Murray

President and director(1)

Name and principal

None Equity Incentive

Compensations

Danny Rittman

Technology Officer and director

Chief Technology

Officer and director

Mansour Khatib

Executive Officer and director

(1) On June 17, 2022 Michael Murry Michael Murray resigned as the President

and Director of the Company so that he may fully devote all of his efforts to GBT Tokenize Corp.

and Metaverse Kit Corp.

Chief Executive

Officer and director

The compensation discussed herein addresses all compensation

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Outstanding Equity Awards at Fiscal Year-End

As of December 31, 2022, no new warrants was awarded

As of December 31, 2023, no new warrants were awarded

to the executives.

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

AND RELATED STOCKHOLDER MATTERS

The following table sets forth information with respect to the beneficial

ownership of the Common Stock as of March 31, 2023 by (i) each person known by the Company to own beneficially more than 5% of the outstanding

Common Stock;

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL

OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS

The following table sets forth information with respect

to the beneficial ownership of the Common Stock as of April 15, 2024 by (i) each person known by the Company to own beneficially more

than 5% of the outstanding Common Stock;

(ii) each director of the Company;

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

Except as otherwise indicated below, each of the entities or persons named in the table has sole voting and investment powers

with respect to all shares of Common Stock beneficially owned by it or him as set forth opposite its or his name.

(iii) each officer of the Company and (iv) all executive

officers and directors as a group.

Except as otherwise indicated below, each of the entities or persons named in the table has sole voting

and investment powers with respect to all shares of Common Stock beneficially owned by it or him as set forth opposite its or his name.

of Beneficial Owner

Danny Rittman (2)

Tokenize Corp (4)

Officers and Directors as a Group

Mansour Khatib (2)

Metaverse Kit Corp (3)

GBT Tokenize Corp (4)

All Officers and Directors as a Group

Beneficial ownership is determined in accordance with the Rule 13d-3(d)(1)

of the Exchange Act, as amended and generally includes voting or investment power with respect to securities.

Pursuant to the rules and

regulations of the Securities and Exchange Commission, shares of common stock that an individual or group has a right to acquire within

60 days pursuant to the exercise of options or warrants are deemed to be outstanding for the purposes of computing the percentage ownership

of such individual or group, but are not deemed to be outstanding for the purposes of computing the percentage ownership of any other

person shown in the table.

The above is based on 2,930,101,819 shares of common stock outstanding as of March 31, 2023

Current Officer and Director

of the Company.

Metaverse Kit Corp is a 50/50 Joint venture between the Company and ldar

Gainulin and Maria Belova.

Pursuant to the rules

and regulations of the Securities and Exchange Commission, shares of common stock that an individual or group has a right to acquire

within 60 days pursuant to the exercise of options or warrants are deemed to be outstanding for the purposes of computing the percentage

ownership of such individual or group, but are not deemed to be outstanding for the purposes of computing the percentage ownership

of any other person shown in the table.

The above is based on 16,813,229,180 shares of common stock outstanding as of April 15, 2024

Current Officer and Director of the Company.

Metaverse Kit Corp was a 50/50 Joint venture

between the Company and ldar Gainulin and Maria Belova.

which was assigned on June 10, 2022 to ldar Gainulin and Maria Belova.

The company contributed 500,000,000

share of the common stock to Metaverse Kit.

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

which was assigned on June 30, 2021 to Magic International Argentina

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

April 11, 2022 the company, through its own subsidiary, Greenwich International Holdings, entered

into a Master Joint Venture and Territorial License Agreement (the “Tokenize Agreement”) with Magic Internacional Argentina

(“Magic”) and Tokenize which replaced a prior joint venture entered between the parties , Controlled by

Sergio Fridman, a third party GBT Tokenize Corp to hold an additional 150,000,000 shares of the Company’s common stock

No Director, executive officer, affiliate or any owner

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

has a material interest adverse to the Company.

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 issued 500,000,000 shares to Metaverse for certain equity method investment.

The value of the shares of $5,000 was determined based on the FV of the Company’s common stock.

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.

The company contributed 500,000,000 share of the common stock to Metaverse Kit.

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.

agreed to pay $5,000 to the Company as settlement payment and surrender their shares in Metaverse Kit.

signed Settlement Agreement and Release by ldar Gainulin and Maria Belova 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.

ldar Gainulin and Maria Belova agreed to pay $5,000 to the Company as settlement payment and surrender

their shares in Metaverse Kit.

GBT Tokenize Corp is a 50/50 Joint venture between the Company and

Tokenize-It S.A.

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

Controlled by Sergio Fridman,

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

On April 11, 2022 the company, through

its own subsidiary, Greenwich International Holdings, entered into a Master Joint Venture and Territorial License Agreement (the

“Tokenize Agreement”) with Magic which replaced a prior joint venture entered between the parties, per which GBT Tokenize

Corp to hold an additional 150,000,000 shares of the Company’s common stock.

In addition, GBT Tokenize is the holder of

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

No Director, executive officer, affiliate or any

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

or has a material interest adverse to the Company.

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS,

AND DIRECTOR INDEPENDENCE.

On September 14, 2018, the Company and Dr.

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

Rittman relating

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

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

Rittman’s employment agreement is terminated.

On September 1, 2017, the Company entered into

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

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

At closing, the Company and Mr.

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

Bauer was retained

as Chief Executive Officer for a term of one year, subject to an automatic extension, unless terminated, for a base salary of $250,000

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

Bauer was also appointed to the Board of Directors of the

As of the closing date, Mr.

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

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

Petrey Wholesale, Inc.

was in charge of the UGO/Preway operations.

The Company is in litigations in connection with RWJ transaction.

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.

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.

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

upon the Company up-listing to a national exchange.

Davis was also entitled to the issuance of Stock Options to acquire 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 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.

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 prior Company’s

Chief Executive Officer (From January 1, 2019 to April 11, 2020), 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 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.

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

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.

Davis will provide services in connection with

the development of the business as well as GBT BitSpeed’s capital raising efforts.

The term of the Consulting Agreement is

Davis entered into a Consulting Agreement in which Mr.

(which was the Company’s EO from January 1, 2019 until April 11, 2020) 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.

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

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.

Davis’ resignation was not the result of any disagreements with management

or board of directors of the Company.

On March 6, 2020, the Company through Greenwich,

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

Gonzalez also

represents Gonzalez Costa Rica Trust, which holds a note of $10,000,000 and is also a shareholder of the Company.

Under the Tokenize

Agreement, the parties formed GBT Tokenize.

The purpose of GBT Tokenize is to develop Technology Portfolio, throughout the State

of California.

Upon generating any revenue from the Technology Portfolio, the Joint Venture will earn the first right of refusal

for other territories.

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

GBT Tokenize.

The Company contributed 100,000,000 GBT Shares to GBT Tokenize.

Tokenize and the Company will each own 50% of GBT

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

Portfolio investment.

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

GBT Tokenize and Gonzalez entered into a Consulting Agreement in which Gonzalez is engaged to provide services for $33,333 per

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

Gonzalez will provide services in connection with the development of the business as well as GBT Tokenize’s

capital raising efforts.

The term of the Consulting Agreement is two years.

The closing of the Tokenize Agreement occurred on March

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

suggested named qTerm.

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

Tokenize Corp.

with an exclusive territory of California to develop certain of the Company’s technology.

As the nature of

the platform cannot be restricted only to California, the Company’s joint venture GBT Tokenize Corp.

will be compensated

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

A provisional patent

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

The application has been assigned serial

number 63001564.

The Joint Venture completed successfully the first prototype.

There is no guarantee that the Company will be successful

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

In order to successfully implement this concept, the Company

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

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

and distributing this product.

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

As explained above, on April 11, 2022 the Company,

through its wholly owned subsidiary, Greenwich International Holdings, a Costa Rica corporation (“Greenwich”), entered into

a Master Joint Venture and Territorial License Agreement (the “Tokenize Agreement”) with Magic International Argentina FC,

(“Magic”) and Tokenize which replaced a prior joint venture entered between the parties.

The purpose of Tokenize is to develop, maintain and

support source codes for its proprietary technologies including advanced mobile chip technologies, tracking, radio technologies, AI core

engine, electronic design automation, mesh, games, data storage, networking, IT services, business process outsourcing development services,

customer service, technical support and quality assurance for business, customizable and dedicated inbound and outbound calls solutions,

as well as digital communications processing for enterprises and startups (“Technology Portfolio”), throughout the world,

which Technology Portfolio was previously licensed to the Company for the State of California.

The Tokenize Agreement provides that the Company shall

contribute 150,000,000 shares of common stock of the Company (“GBT Shares”) to Tokenize.

Sergio Fridman is the manager of

Magic and the beneficial owner of all outstanding securities of Magic.

Magic will contribute cash of $250,000 into Tokenize for promissory

note and agreed to further fund Tokenize with all funds reasonably needed for implementation of the business purposes as described in

the Tokenize Agreement.

The GBT Shares will not be transferable for five years.

As of June 30, 2022, the Company received the $250,000

fund from Magic but the promissory note agreement has not been finalized yet.

Therefore, the Company recorded the $250,000 funds as an

account payable.

Magic and the Company each own 50% of the outstanding

shares of common stock of Tokenize.

The Company pledged its 50% ownership in Tokenize and its 100% ownership of Greenwich (the “Pledged

Securities”) to Magic for providing that Magic may take possession of such Pledged Securities in the event the Company executes,

delivers and performs any future agreement or document or judgement resulting in the creation of any lien, pledge, mortgage, claim, charge

or encumbrance upon any assets of the Company.

The Company shall appoint two directors and Magic shall appoint one director of Tokenize.

On June 16, 2022 the parties amended the Tokenize

Agreement to further define the constitution of the Board of Directors.

As such, Section 4.2 of the Tokenize Agreement was amended and

restated to provide that the Board of GBT Tokenize Corp.

shall consist of two Directors, one of whom shall be appointed by GBT Tokenize

and the other shall be appointed by the Company.

As of December, 31, 2022 and December 31, 2021, the

Company owed $505,000 and $475,000 to Yello Partners, Inc., a Company owned by the Mansour Khatib, the Company’s CEO.

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 is currently in possession by the Company and assigned to Stanley Hills,

On January 1, 2021, SURG, AltCorp and Stanley Hills, LLC (“Stanley”) entered into a Mutual Release and Settlement Agreement

(“Settlement Agreement”).

Pursuant to the terms of the Settlement Agreement, SURG agreed to amend the AltCorp Exchange Agreement

where SURG acknowledged a debt of $3,300,000 (the “Debt”) to be paid in 33 monthly payments of $100,000 payable in shares

of common stock of SURG at a per share price equal the volume weighted average price of Surg’s common stock during the ten 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.

settlement SURG agreed to make total payments of $4,200,000 to the Company on or prior to January 7, 2022.

This $4.2 million amount consists

of $450,000 paid by SURG in November and December 2021, $100,000 to be paid on or about January 4, 2022, and $3,650,000 to be paid on

or prior to January 7, 2022 of which $375,000 will be held in escrow as described before.

The $3,750,000 was recorded as other receivable

as of December 31, 2021.

As of December, 31, 2022 and December 31, 2021, the Company recorded an outstanding payable to Stanley of $927,136

and $660,735, respectively, recorded under accrued expenses.

Sales to related party for the year ended December

31, 2022 and 2021 were $45,000 and $180,000.

Sales are derived from providing IT consulting services to Stanley Hills, a related

The Company did not provide IT services to Stanley after the quarter ended June 30, 2022.

Advanced from Related Party

During the year ended December 31, 2022, Mansour Khatib,

the Company’s CEO advanced $22,658 cash to the Company for business purposes to fund the e-commerce operations.

During the year ended December 31, 2022, the Company

repaid $18,384 cash to Mansour Khatib.

As of December, 31, 2022 and December 31, 2021, the

Company has recorded a due from related party of $0 and $30,049, respectively.

As of December, 31, 2022 and December 31, 2021, the

Company has recorded a due to related party of $62,003 and $0, respectively.

Metaverse Agreement

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

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.

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,

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.

agreed to pay $5,000 to the Company as settlement payment and surrender their shares in Metaverse Kit.

On May 19, 2021, the Company entered into a

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

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

Pursuant to the Gonzalez Agreement, without any party admission

of liability and to avoid litigation, the parties 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

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.

During the year ended

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

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

(See Note 10).

During the year ended December

31, 2022, IGOR 1 converted $1,659,869 of the convertible note into 590,117,647 shares of the Company’s common stock.

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

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 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.

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.

On March 19, 2024, Tokenize,

the Company entered into a Patent Purchase Agreement with VisionWave Technologies Inc.

(“VisionWave”) pursuant

to which VisionWave agreed to acquire from Tokenize the entire right, title, and interest of certain patents and patent applications

providing an intellectual property basis for a machine learning driven technology that controls radio wave transmissions, analyzes their

reflections data, and constructs 2D/3D images of stationary and in motion objects (“VisionWave PPA”).

The Purchase Price

for the asset is $30,000,000 (the “Purchase Price”), which VisionWave will pay with shares of common stock, $0.0001 par value

per share (the “Common Stock”).

The Parties agree that the final Purchase Price may be adjusted and will be governed by a

valuation report issued by a professional third party (“Valuation”).

If the final Purchase Price per the Valuation is less

than $30,000,000, Tokenize has the option to cancel this Agreement.

In accordance therewith, VisionWave agreed to issue and deliver to

Tokenize, 1,000 shares of Common Stock (the “Shares”) representing 50% of VisionWave’s issued and outstanding shares

of Common Stock, where the remainder of the 50% of VisionWave’s issued and outstanding shares of Common Stock are owned by a corporation

controlled by Stanley Hills.

Avant Investment:

On April 3, 2023, Tokenize entered into an Asset

Purchase Agreement (“APA”) with Avant Technologies, Inc (prior name:

Trend Innovation Holdings, Inc.

in which GBT consented, pursuant to which Tokenize 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, AVAI is

required to issue to the Seller 26,000,000 common shares of AVAI (the “Shares”).

The Shares been pledge to a third

party as a collateral.

In addition, AVAI, Tokenize and GBT entered into

a license agreement regarding the System, granting Tokenize 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 Tokenize or GBT may not sublicense its rights hereunder

to any customer or client.

Yello Partners Inc.

As of December 31, 2023 and as of December 31, 2022,

the Company has $625,000 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.

The balance of the note

at December 31, 2022 and 2021 was $140,000 and $140,000 plus accrued interest of $32,633 and $16,633, respectively.

Hills LLC Convertible Note Payable (relate to 2022)

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.

As of December 31, 2023, the Company has recorded

an outstanding payable balance to Stanley amounted $661,395.

Consulting income for the period ended December 31,

2023 and for the year ended on December 31, 2022 were $0 and $90,000.

Consulting income were derived from providing IT consulting services

to Stanley Hills.

As of December, 31, 2023 and December 31, 2022, the Company

has recorded a due to related party of $14,239 and $62,003, respectively.

On February 9, 2022 the Board approved the employment

1 unchanged sentence

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

Rittman recuse himself from voting on the matter

due to a conflict.

Rittman recuse himself from voting on the

matter due to a conflict.

Procedures for Approval of Related Party Transactions

7 unchanged sentences

PRINCIPAL ACCOUNTANT FEES AND SERVICES

The following table shows the fees that were

billed for the audit and other services provided by Madhava Rao and BF Borgers CPA PC for the years ended December 31, 2022 and

Ended December 31,

Audit-Related

Audit Fees - This category

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

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

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

financial statements.

Audit-Related Fees - This

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

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

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

and other audit services.

Tax Fees - This category

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

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

All Other Fees - This category

consists of fees for other miscellaneous items.

The following table shows the fees that were billed

for the audit and other services provided by Madhava Rao and BF Borgers CPA PC for the years ended December 31, 2023 and 2022.

Years Ended December 31,

Audit Fees - This category includes the audit

of our annual financial statements, review of financial statements included in our Quarterly Reports on Form 10-Q and services that are

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

This category

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

Board of Directors Pre-Approval Process, Policies

6 unchanged sentences

service or category of service.

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

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

Consistent with the board of directors’

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

our board of directors.

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

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

Consistent with the board of

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

pre-approved by our board of directors.

EXHIBITS, FINANCIAL STATEMENT SCHEDULES

Certificate of Incorporation of Forex International Trading Corp.

Bylaws of Forex International Trading Corp.

Certificate of Designation for Series A Preferred Stock (2)

Certificate of Designation for Series B Preferred Stock (3)

Certificate of Designation – Series C Preferred Stock (4)

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

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

Certificate of Change filed pursuant to NRS 78.209 (6)

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

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

Certificate of Change dated July 10, 2019 (23)

Articles of Merger by and between Gopher Protocol Inc.

of Incorporation of Forex International Trading Corp.

Forex International Trading Corp.

of Designation for Series A Preferred Stock (2)

of Designation for Series B Preferred Stock (3)

of Designation – Series C Preferred Stock (4)

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

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

of Change filed pursuant to NRS 78.209 (6)

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

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

of Change dated July 10, 2019 (23)

of Merger by and between Gopher Protocol Inc.

and GBT Technologies Inc.

dated July 10, 2019(23)

Certificate of Correction to the Certificate of Change (24)

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

of Correction to the Certificate of Change (24)

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

and GBT Technologies Inc.

dated July 10, 2019 (24)

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

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

dated September 23, 2019(26)

Certificate of Designation for Series B Preferred Stock (7)

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

Series H Convertible Preferred Stock Certificate of Designation (21)

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

Balloon Note payable by Gopher Protocol Inc.

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

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

of Designation for Series B Preferred Stock (7)

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

H Convertible Preferred Stock Certificate of Designation (21)

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

Note payable by Gopher Protocol Inc.

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

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

payable by Gopher Protocol Inc.

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

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

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

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

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

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

Convertible Note payable to Glen Eagles Acquisition LP (22)

Amendment to Common Stock Purchase Warrant between Gopher Protocol Inc.

Note payable to Glen Eagles Acquisition LP (22)

to Common Stock Purchase Warrant between Gopher Protocol Inc.

and Glen Eagles Acquisition LP (22)

Second Amendment to Promissory Note between GBT Technologies Inc.

Amendment to Promissory Note between GBT Technologies Inc.

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

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

Fourth Amendment to Promissory Note between GBT Technologies Inc.

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

Amendment to Promissory Note between GBT Technologies Inc.

and Iliad Research and Trading, L.P.

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

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

dated May 14, 2020 – Executed

May 19, 2021(31)

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

– Executed on May 27, 2021 (32)

Fifth Amendment to Promissory Note between GBT Technologies Inc.

Amendment to Promissory Note between GBT Technologies Inc.

and Iliad Research and Trading LP dated August 19, 2021 executed August

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

20, 2021 (33)

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

– Executed on September 24, 2021, and Funded on September

Amended Loan Authorization and Agreement between GBT Technologies Inc.

28, 2021 (34)

Loan Authorization and Agreement between GBT Technologies Inc.

Small Business Administration dated October 1, 2021 (35)

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

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

Description of Securities

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

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

and Hermes Roll LLC (7)

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

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

and Hermes Roll LLC (9)

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

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

Danny Rittman (10)

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

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

Danny Rittman.

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

and Restated Employment Agreement by and between Gopher Protocol Inc.

Danny Rittman dated April 19, 2016 (12)

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

Asset Purchase Agreement between Gopher Protocol Inc.

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

Purchase Agreement between Gopher Protocol Inc.

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

Addendum to Asset Purchase Agreement between Gopher Protocol Inc.

to Asset Purchase Agreement between Gopher Protocol Inc.

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

Employment Agreement between Gopher Protocol Inc.

Agreement between Gopher Protocol Inc.

and Gregory Bauer dated September 1, 2017 (14)

Asset Purchase Agreement between Gopher Protocol Inc.

Purchase Agreement between Gopher Protocol Inc.

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

Employment Agreement between Gopher Protocol Inc.

Agreement between Gopher Protocol Inc.

and Derron Winfrey dated March 1, 2018(16)

Employment Agreement between Gopher Protocol Inc.

and Mark Garner dated March 1, 2018(16)

Agreement between Gopher Protocol Inc.

and Mark Garner dated March 1, 2018(16)

between Gopher Protocol Inc.

and Mobiquity Technologies, Inc.

dated September 4, 2018 (19)

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

Intellectual Property License and Royalty Agreement between Gopher Protocol Inc.

and GBT Technologies, S.A.

dated September 14, 2018

Letter Agreement between Gopher Protocol Inc.

Agreement between Gopher Protocol Inc.

Danny Rittman dated September 14, 2018 (20)

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

Consulting Agreement entered into between Gopher Protocol Inc.

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)

Agreement entered into between Gopher Protocol Inc.

and Glen Eagles Acquisition LP (22)

Letter Agreement between Mobiquity Technologies, Inc.

Agreement between Mobiquity Technologies, Inc.

and GBT Technologies Inc.

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

Stock Purchase Agreement between Mobiquity Technologies, Inc.

Purchase Agreement between Mobiquity Technologies, Inc.

and GBT Technologies Inc.

Dated September 10, 2019 (25)

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

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

dated September 10, 2019 (25)

Letter Agreement between GBT Technologies Inc.

Agreement between GBT Technologies Inc.

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

Amendment to Promissory Note between GBT Technologies Inc.

to Promissory Note between GBT Technologies Inc.

and Iliad Research and Trading, L.P.

dated February 27, 2020 (27)

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

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

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

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

and Tokenize-It S.A.

dated March 6, 2020 (28)

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

Agreement by and between Pablo Gonzalez and GBT Tokenize Corp.

dated March 6, 2020 (28)

Pledge Agreement by and between GBT Tokenize Corp.

Agreement by and between GBT Tokenize Corp.

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

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

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

and Redstart Holdings Corp.

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

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

and Sixth Street Lending LLC (36)

Equity Financing Agreement between GBT Technologies Inc.

Financing Agreement between GBT Technologies Inc.

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

Registration Rights Agreement between GBT Technologies Inc.

Rights Agreement between GBT Technologies Inc.

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

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

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

and Parties Listed Therein December

Finders Fee Agreement between JH Darbie & Co.

Fee Agreement between JH Darbie & Co.

and GBT Technologies Inc.

dated October 14, 2021 (39)

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

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

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

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

Incorporated by reference

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

Incorporated by reference

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

Incorporated by reference

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

Incorporated by reference

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

Incorporated by reference

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

Incorporated by reference

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

Incorporated by reference

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

Incorporated by reference

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

Incorporated by reference

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

Incorporated by reference

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

Incorporated by reference

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

Incorporated by reference

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

Incorporated by reference

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

Incorporated by reference

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

Incorporated by reference

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

Incorporated by reference

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

Incorporated by reference

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

Incorporated by reference

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

Incorporated by reference

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

Incorporated by reference

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

Incorporated by reference

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

Incorporated by reference

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

Incorporated by reference

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

Incorporated by reference

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

Incorporated by reference

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

Incorporated by reference

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

Incorporated by reference

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

Incorporated by reference

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

Incorporated by reference

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

Incorporated by reference

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

Incorporated by reference

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

Incorporated by reference

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

Incorporated by reference

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

Incorporated by reference

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

Incorporated by reference

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

Incorporated by reference

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

Incorporated by reference

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

Incorporated by reference

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

Incorporated by reference

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

Certification of Chief Executive Officer

(Principal Executive and Financial Officer) pursuant to Rule 13a-14(a) or Rule 15d-14(a) as adopted pursuant to Section 302 of the

Sarbanes-Oxley Act of 2002.

Certification of Chief Executive Officer

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

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

Incorporated by reference to the Form S-1 Registration

Statement filed with the SEC on September 9, 2009.

Incorporated by reference to the Form 10-K Annual Report filed with

the Securities and Exchange Commission on April 6, 2011

Incorporated by reference to the Form 10-Q Quarterly Report filed with

the Securities and Exchange Commission on May 14, 2012

Incorporated by reference to the Form 8-K Current Report

filed with the Securities and Exchange Commission on September 27, 2012.

Incorporated by reference to the Form 10-Q Quarterly Report filed with

the Securities and Exchange Commission on November 20, 2012.

Incorporated by reference to the Form 8-K Current Report filed with

the Securities and Exchange Commission on February 18, 2015

Incorporated by reference to the Form 8-K Current Report filed with

the Securities and Exchange Commission on March 12, 2015

Incorporated by reference to the Form 8-K Current Report filed with

the Securities and Exchange Commission on May 1, 2015

Incorporated by reference to the Form 8-K Current Report filed with

the Securities and Exchange Commission on June 16, 2015

Incorporated by reference to the Form 8-K Current Report filed with

the Securities and Exchange Commission on August 21, 2015

Incorporated by reference to the Form 8-K Current Report filed with

the Securities and Exchange Commission on April 20, 2016

Incorporated by reference to the Form 8-K Current Report filed with

the Securities and Exchange Commission on April 20, 2016

Incorporated by reference to the Form 8-K Current Report filed with

the Securities and Exchange Commission on September 30, 2017

Incorporated by reference to the Form 8-K Current Report filed with

the Securities and Exchange Commission on September 7, 2017

Incorporated by reference to the Form 8-K Current Report filed with

the Securities and Exchange Commission on January 3, 2018

Incorporated by reference to the Form 8-K Current Report filed with

the Securities and Exchange Commission on March 21, 2018

Incorporated by reference to the Form 8-K Current Report filed with

the Securities and Exchange Commission on April 18, 2018

Incorporated by reference to the Form 8-K Current Report filed with

the Securities and Exchange Commission on April 26, 2018.

Incorporated by reference to the Form 8-K Current Report filed with

the Securities and Exchange Commission on September 9, 2018.

Incorporated by reference to the Form 8-K Current Report filed with

the Securities and Exchange Commission on September 18, 2018.

Incorporated by reference to the Form 10-Q Quarterly Report filed with

the Securities and Exchange Commission on June 19, 2019.

Incorporated by reference to the Form 10-Q Quarterly Report filed with

the Securities and Exchange Commission on July 12, 2019.

Incorporated by reference to the Form 10-Q Quarterly Report filed with

the Securities and Exchange Commission on July 15, 2019.

Incorporated by reference to the Form 10-Q Quarterly Report filed with

the Securities and Exchange Commission on August 5, 2019.

Incorporated by reference to the Form 10-Q Quarterly Report filed with

the Securities and Exchange Commission on August 7, 2019.

Incorporated by reference to the Form 8-K Current Report filed with

the Securities and Exchange Commission on September 16, 2019.

Incorporated by reference to the Form 8-K Current Report filed with

the Securities and Exchange Commission on September 25, 2019.

Incorporated by reference to the Form 8-K Current Report filed with

the Securities and Exchange Commission on March 2, 2020.

Incorporated by reference to the Form 8-K Current Report filed with

the Securities and Exchange Commission on March 11, 2020.

Incorporated by reference to the Form 8-K Current Report

filed with the Securities and Exchange Commission on July 24, 2020.

Incorporated by reference to the Form 8-K Current Report filed with

the Securities and Exchange Commission on August 10, 2020.

Incorporated by reference to the Form 8-K Current Report filed with

the Securities and Exchange Commission on May 21, 2021.

Incorporated by reference to the Form 8-K Current Report filed with

the Securities and Exchange Commission on June 1, 2021.

Incorporated by reference to the Form 8-K Current Report filed with

the Securities and Exchange Commission on August 23, 2021.

Incorporated by reference to the Form 8-K Current Report filed with

the Securities and Exchange Commission on September 29, 2021.

Incorporated by reference to the Form 8-K Current Report filed with

the Securities and Exchange Commission on October 6, 2021.

Incorporated by reference to the Form 8-K Current Report filed with

the Securities and Exchange Commission on November 11, 2021

Incorporated by reference to the Form 8-K Current Report filed with

the Securities and Exchange Commission on December 20, 2021

Incorporated by reference to the Form 8-K Current Report filed with

the Securities and Exchange Commission on December 28, 2021

Incorporated by reference to the Form S-1 Registration Statement filed

with the Securities and Exchange Commission on January 12, 2022

Form 10-K Summary.

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

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

duly authorized.

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

hereunto duly authorized.

GBT TECHNOLOGIES INC.

April 19, 2024

/s/ Mansour Khatib

Mansour Khatib

1 unchanged sentence

(Principal Executive, Financial and Accounting Officer)

In accordance with the Exchange Act, this report has

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

Mansour Khatib

Executive & financial Officer & Director

In accordance with the Exchange Act, this report

has been signed below by the following persons on behalf of the registrant and in the capacities indicated.

/s/ Mansour Khatib

Chief Executive & financial Officer & Director

April 19, 2024

Executive, Financial and Accounting Officer)

Mansour Khatib

(Principal Executive, Financial and Accounting

Danny Rittman

Technology Officer and Director

Chief Technology Officer and Director

April 19, 2024

12 unchanged sentences

GBT Technologies, Inc.

GBT Technologies Inc.

2450 Colorado Ave., Suite 100E,

Santa Monica, CA 90404

Opinion on the Financial Statements

44 unchanged sentences

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

Completeness of litigation and claims accruals

As disclosed in Note 17 to the consolidated financial

statements, the Company is involved in various legal proceedings.

The Company assesses the need to make a provision or to disclose a contingent

liability on a case-by-case basis considering the underlying facts of each litigation.

The eventual outcome of the litigations is uncertain

and estimation at the balance sheet date involves extensive judgement of management including input from legal counsel due to the complexity

of each litigation.

Adverse outcomes could significantly impact the Company’s

reported operations and balance sheet position.

Considering the judgement involved in determining the need to make a provision or disclose

litigation, the matter is considered a Critical Audit Matter.

Our audit procedures included, among others, obtaining

a list of litigation Company’s management and legal counsel, identifying material litigations from the aforementioned list and performing

inquiries with the said counsel, obtaining and reading the underlying documents to assess the assumptions used by management in arriving

at the conclusions;

circulating, obtaining, and reading legal confirmations from the Company’s external legal counsels in respect

of material litigations and considered that in our assessment;

and verifying the disclosures related to provisions and contingent liabilities

in the financial statements to assess consistency with underlying documents.

Revenue recognition

As described in Note 3 to the consolidated financial

statements, management applies FASB Topic 606, Revenue from Contacts with Customers (“ASC 606”) to recognize revenue.

recognizes revenue in a manner that reasonably reflects the delivery of its services to customers in return for expected consideration.

The Company’s revenue includes resale of purchased products through Amazon and also through IT services.

The principal considerations for our determination

that performing procedures over the full completion of revenue contracts and subsequent payment collections is a critical audit matter.

This in turn led to significant effort in performing our audit procedures which were designed to evaluate whether the contractual terms,

the timing of revenue recognition and the subsequent collections were appropriately identified and accounted for by management under ASC

Our audit procedures included, among others, understanding

of controls relating to management’s revenue recognition process, examining transaction related documents, confirming revenues and

outstanding receivables at the balance sheet date with a sample of the customers.

The company is

involved in significant litigation related to debt settlement.

The company has complex derivative instruments that require fair

value measurement and accounting for potential liabilities.

Company liabilities for legal $4,090,057 and derivative

$14,116,062 is recorded and shown separately under current liabilities.

team identified the litigation and derivative liability as critical audit matters due to their materiality and complexity, requiring significant

auditor attention and judgment.

Litigation Assessment:

We assessed the company's litigation disclosures, legal opinions, and potential outcomes.

Our audit procedures

included, among others, obtaining a list of litigation Company’s legal counsel, identifying material litigations from the aforementioned

list and performing inquiries with the said counsel, obtaining and reading the underlying documents to assess the assumptions used by

management in arriving at the conclusions, verifying the disclosures related to provisions and contingent liabilities in the financial

statements to assess consistency.

Accrued settlements di scussed in Note 10.

Considering the judgement

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

Derivative Liability Valuation:

The auditors performed detailed testing of the fair value measurement of derivative instruments.

This included evaluating the valuation

models used, assessing market inputs, and considering the impact of potential liabilities on the company's financial statements.

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 Company uses a weighted average Black-Scholes option pricing model with the following assumptions to measure

the FV of derivative liability in Note 14.

The outcome fair value of derivative liabilities could have a

significant impact on the company's financial statements and disclosures.

We focused on ensuring the accuracy and completeness of these

key financial statement elements.

Considering the calculation using

valuation model used in determining the need to make provision is a matter considered a Critical Audit Matter.

that the litigation and derivative liability met the criteria for being critical audit matters due to their materiality, complexity, and

the level of judgment and estimation involved in their assessment.

Bengaluru, India

April 19, 2024

2 unchanged sentences

CONSOLIDATED BALANCE SHEETS

held in trust

equity security

assets of discontinued operations

current assets

AND STOCKHOLDERS’ DEFICIT

payable and accrued expenses (including related parties of $ 1,539,802

and $ 2,302,928 )

payable and accrued expenses

payable – Related Party

notes payable, current, net of discount of $ 66,512

1 unchanged sentence

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

payable, current, net of discount of $ 0

payable, current, related party

payable, current, net of original issue discount of $ 4,077

payable, related party

to related party

liabilities of discontinued operations

current liabilities

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

payable, noncurrent

Contingencies

payable, noncurrent, net of discount of $ 0

noncurrent liabilities

Stockholders’

1 unchanged sentence

shares authorized;

shares issued respectively

shares issued and outstanding

at December 31, 2023 and December 31, 2022, respectively

C Preferred stock, $ 0.00001

shares authorized;

shares issued and outstanding respectively

shares issued and outstanding

at December 31, 2023 and December 31, 2022, respectively

D Preferred stock, $ 0.00001

shares authorized;

shares issued and outstanding respectively

shares issued and outstanding

at December 31, 2023 and December 31, 2022, respectively

G Preferred stock, $ 0.00001

shares authorized;

shares issued and outstanding respectively

shares issued and outstanding

at December 31, 2023 and December 31, 2022, respectively

H Preferred stock, $ 0.00001

1 unchanged sentence

shares authorized;

shares issued and outstanding respectively

shares issued and outstanding

at December 31, 2023 and December 31, 2022, respectively

Series I Preferred stock, $ 0.00001 par value ($35,000 stated value);

1,000 shares authorized;

1,000 and 0 shares

issued and outstanding at December 31, 2023 and December 31, 2022, respectively

stock, $ 0.00001

3 unchanged sentences

and 1,535,593,440

shares issued and outstanding respectively

shares issued and outstanding

at December 31, 2023 and December 31, 2022, respectively

stock, at cost;

shares respectively

and 1,040 shares

at December 31, 2023 and December 31, 2022, respectively

loan receivable

( 7,610,147 )

to be cancelled

paid in capital

2 unchanged sentences

stockholders’ deficit

( 31,074,133 )

( 17,805,821 )

Non-Controlling

( 1,036,249 )

( 1,025,088 )

stockholders’ deficit attributable to GBT Technologies, Inc.

( 32,110,382 )

( 18,830,909 )

liabilities and stockholders’ deficit

3 unchanged sentences

CONSOLIDATED STATEMENT OF OPERATIONS

Ended December 31,

Income – Related Party

of Goods Sold

and administrative

Years Ended December 31,

Consulting Income – Related Party

Cost of Goods Sold

Operating expenses:

from operations

income (expense):

of debt discount

in fair value of derivative liability

expense and financing costs

gain (loss) on disposal of marketable equity security

on RJW settlement

on debt modification

in fair value of marketable securities

General and administrative

Total operating expenses

Loss from operations

Other income (expense):

(Loss) before income taxes

(Loss) from continuing operations

Income (Loss)

average common shares outstanding:

Amortization of debt discount

Change in fair value of derivative liability

Interest expense and financing costs

Gain on debt extinguishment

Gain on RJW settlement

Change in fair value of marketable securities

Gain on loss of control

Total other income (expense)

Profit (Loss) before income taxes

Income tax expense

Profit (Loss) from continuing operations

Discontinued operations

Gain/(Loss) from discontinued operations

Net Income (Loss)

net loss attributable to the noncontrolling interest

Net loss attributable to GTB Technologies Inc.

Weighted average common shares outstanding:

4,462,434,507

Income (Loss) per share (basic and diluted):

27,786,282,982

4,646,981,551

Net Income (Loss) per share (basic and diluted):

The accompanying footnotes are an integral part

2 unchanged sentences

CONSOLIDATED STATEMENT OF STOCKHOLDERS’ DEFICIT

Stockholders’

Series B Convertible

Series C Convertible

Series H Convertible

Series I Convertible

Preferred Stock

Treasury Stock

Share to be Cancelled

Noncontrolling

Stockholders'

Balance, December 31, 2021

2 unchanged sentences

$ 284,072,667

Common stock issued for conversion of convertible debt

and accrued interest

Common stock issued for services

Common stock issued for joint venture

Fair value of beneficial conversion feature

Net income (loss)

$ ( 304,581,773 )

$ ( 28,761,980 )

Common stock issued for conversions

Fair value of derivative liability due to conversions

Common stock issued for cash

Common stock issued for JV - Tokenize

Cancellation of shares

Equity Method Investment - Meta

( 1,025,088 )

Balance, December 31, 2022

4 unchanged sentences

$ ( 298,232,829 )

Common stock issued amount for conversion of debt and

accrue interest

$ ( 1,025,088 )

$ ( 18,830,909 )

Common stock issued for conversions

8,618,101,622

Fair value of derivative liability due to conversions

Common stock issued for cash

Common stock issued for- Tokenize

Equity Method Investment - Meta

Cancelation of shares

Net income (loss)

Shares issued to Tokenize

Common stock issued for service

Reclassification of shares to be issues

( 17,760,465 )

( 17,771,626 )

Balance, December 31, 2023

5 unchanged sentences

$ ( 1,036,249 )

$ ( 32,110,382 )

The accompanying footnotes are an integral part of

6 unchanged sentences

$ ( 17,771,626 )

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

Adjustments to reconcile net loss to net cash used in

operating activities:

Amortization of debt discount

3 unchanged sentences

Shares issued for services

Loss on modification of debt

Impairment of assets

Realized gain on disposal of market equity security

Loss on exchange of assets

Change in fair value of market equity security

Change on Settlement

Gain on debt extinguishment

Gain on debt settlement

( 3,012,633 )

Payment of other income with marketable securities

Changes in operating assets and liabilities:

Accounts receivable

Account receivable

Other receivable

( 3,750,000 )

Cash held in trust

Contract liabilities

Prepaid Expense

Inventory in transit

Unearned revenue

Contract liabilities

Accounts payable and accrued expenses

Net cash used in operating activities

( 1,369,114 )

Cash Flows From Investing Activities:

6 unchanged sentences

Proceeds from sales of common stock

Repayment of related party

Repayments to related party

Repayment of Convertible note

Proceeds from related party

Repayment of note payable

Issuance of notes payable

1 unchanged sentence

Net increase in cash

Cash, beginning of Year

Cash, end of Year

Cash, beginning of period

Cash, end of period

Cash paid for:

Supplemental non-cash investing and financing activities

Supplemental non-cash investing and

financing activities

Debt discount related to convertible debt

1 unchanged sentence

Shares issued for conversion of convertible debt

Transfer of marketable equity security to repay convertible note

Share issuance for JV Metaverse

Share issuance for JV Tokenize

Transfer of accounts payable to convertible note

Transfer of accrued interest to convertible note

Cancellation of TTSG Shares

The accompanying footnotes are an integral part of

3 unchanged sentences

December 31, 2023 and 2022

1 - Organization and Basis of Presentation

Note 1 - Organization and Basis of Presentation

Organization and Line of Business

GBT Technologies Inc.

(formerly Gopher Protocol Inc.)

(the “Company”, “GBT”, or “GTCH”) was incorporated on July 22, 2009 under the laws of the State of

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”,

“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

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

(ii) from the licensing of its technology.

and (ii) from the licensing of its technology.

(ii) from selling electronic products through e-commerce platforms.

1 unchanged sentence

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.

The audited condensed 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.

(“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

Effective July 1, 2023, the Company agreed to terminate the RSA with Mahaser Ltd.

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.

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.

As of September 30, 2023, the Company did not record the commercial transactions

as it was contingent per the Lock-Up term.

The audited condensed 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.

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

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.

The accompanying CFS were prepared in conformity

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

On October 26, 2021, the Company

effectuated a 1 for 50 reverse stock split.

The share and per share information has been retroactively restated to reflect

this reverse stock split.

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.

GBT TECHNOLOGIES INC.

1 unchanged sentence

December 31, 2023 and 2022

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

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

(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.

On October 12, 2023, the Company amended its articles

of incorporation to increase its authorized shares of common stock to 30,000,000,000 (the “Increase Amendment”).

Amendment was approved by the board of directors as well as the shareholders holding in excess of a majority of the issued and outstanding

voting shares of the Company.

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 $ 299,257,917 and has a working capital

deficit of $ 18,552,046 as of December 31, 2022, which raises substantial doubt about its ability to continue as a going concern.

The accompanying CFS have been prepared assuming

the Company will continue as a going concern.

The Company has an accumulated deficit of $ 315,993,294 and has a working

capital deficit of $ 31,781,634 as of December 31, 2023, which raises substantial doubt about its ability to continue as a going concern.

The Company’s ability to continue as a going

6 unchanged sentences

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.

relating to the recoverability and classification of recorded asset amounts, or amounts and classification of liabilities that might

result from this uncertainty.

Note 3 – Discontinued Operations

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

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

Effective July 1, 2023, the Company agreed to terminate the RSA with Mahaser Ltd.

The following table presents the aggregate carrying

amounts of assets and liabilities of discontinued operations of Mahaser Ltd.

in the consolidated balance sheet as of December 31, 2022:

Schedule of aggregate carrying amounts of assets and

Carrying amounts of assets included as part of discontinued

Cash and cash equivalents

Accounts receivable, net

Total assets classified as discontinued operations in

the consolidated balance sheet

Carrying amounts of liabilities included as part of discontinued

Accounts payable and accrued expenses

Notes payable, noncurrent

Total liabilities classified as discontinued operations

in the consolidated balance sheet

GBT TECHNOLOGIES INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

December 31, 2023 and 2022

The financial results of Mahaser Ltd.

present as loss from discontinued operations, net of income taxes on our consolidated income through December 31, 2023 and 2022,

when our deconsolidation occurred.

The following table presents the financial results of Mahaser:

Schedule of loss from

discontinued operations

Year ended December 31,

Cost of revenue

Operating expense

Professional expenses

General and administrative expenses

Total operating expense

Loss from operations of discontinued operations

Other expense

Nonoperating expense - interest expense and financing

Total other expense

Loss from discontinued operations before provision for

Provision for income taxes

Loss from discontinued operations, net of income taxes

Note 4 – Summary of Significant Accounting Policies

12 unchanged sentences

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;

and GBT BitSpeed Corp.

(currently inactive)

and , 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.

GBT TECHNOLOGIES INC.

1 unchanged sentence

December 31, 2023 and 2022

Principles of Consolidation

The accompanying CFS include the accounts of the Company

and its subsidiaries;

the Company’s 50% owned subsidiaries GBT BitSpeed Corp.

(currently inactive) and GBT Tokenize Corp;

the Company’s

50% owned subsidiary, Gopher Protocol Costa Rica Sociedad De Responsabilidad Limitada (currently inactive), a wholly owned subsidiary,

AltCorp Trading LLC, a Costa Rica company (“AltCorp” 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

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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.

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

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.

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.

Effective July 1, 2023 the Company terminated its

joint venture revenue sharing (“Termination Agreement”) with Mahaser LTD (“Mahaser”).

Until June 30, 2023, 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 until June 30, 2023.

performs a qualitative assessment of Mahaser on an ongoing basis to determine if it continues to be the primary beneficiary.

Termination Agreement, the Company has no access to Mahaser and ceased consolidated Mahaser as it does not comply with the condition

in the qualitative assess, and as such this CFS does not include Mahaser operations for the period ended December 31, 2023.

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

equivalents include time deposits, certificate of deposits, and all highly-liquid debt instruments with original maturities of three

months or less.

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

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cannot use these funds without court order, neither the Company.

According to settlement agreement made on September 26, 2022, these funds

held in escrow and no longer restricted.

According to settlement agreement made on September 26, 2022, these

funds held in escrow and no longer restricted.

The Company entered into the Confidential Settlement Agreement and Mutual Release (“RJW

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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.

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.

GBT TECHNOLOGIES INC.

1 unchanged sentence

December 31, 2023 and 2022

Inventory (2022 and interim 2023)

Inventory consists of electronic product ready for

sale on Amazon.com.

It is stated at the lower of cost or net realizable value and all inventories were returned product from online customers.

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.

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.

Note Receivable Paid-Off (2022)

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agreed to sell and assign to MLH, effective July 1, 2020 all the shares, and certain specified liabilities, of Ugopherservices Corp.

a wholly owned subsidiary of the Company for $ 100,000 to be paid through the delivery of a promissory note payable to the Company

(the “Note”), upon the terms and subject to the limitations and conditions set forth in the Note.

At December 31, 2020, the

Company determined this note was not collectible and took an impairment charge of $ 100,000 .

During July 2021, MLH effected a $ 50,000 payment

During April 2022, MLH effected a second payment for additional $ 50,000 on the Note exhausting the Note balance.

(“UGO”), a wholly owned subsidiary of the Company for $ 100,000 to be paid through the delivery of a promissory note

payable to the Company (the “Note”), upon the terms and subject to the limitations and conditions set forth in the Note.

At December 31, 2020, the Company determined this note was not collectible and took an impairment charge of $ 100,000 .

During July 2021,

MLH effected a $ 50,000 payment on the Note.

During April 2022, MLH effected a second payment for additional $ 50,000 on the

Note exhausting the Note balance.

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 December 31, 2022 and 2021, 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.

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

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

As of December 31, 2022 and 2021, 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

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The three levels of valuation hierarchy are defined

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.

GBT TECHNOLOGIES INC.

1 unchanged sentence

December 31, 2023 and 2022

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

1 unchanged sentence

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.

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

5 unchanged sentences

Schedule of fair value, assets and liabilities measured on recurring basis

Fair Value Measurements

Fair Value Measurements at

December 31, 2022

1 unchanged sentence

Using Fair Value Hierarchy

Conversion feature on convertible

Fair Value Measurements

Conversion feature on convertible notes

Fair Value Measurements at

December 31, 2023

Using Fair Value

feature on convertible

December 31, 2023

Using Fair Value Hierarchy

Conversion feature on convertible notes

Treasury Stock

3 unchanged sentences

proceeds are charged or credited to additional paid-in capital.

GBT TECHNOLOGIES INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

December 31, 2022 and 2021

The Company has 8 shares as treasury shares from acquisitions that were

commenced in 2011.

Reclassification

2 unchanged sentences

These reclassifications had no effect on the reported results of operations.

Effective July 1, 2023 the Company terminated its

joint venture revenue sharing (“Termination Agreement”) with Mahaser LTD (“Mahaser”).

Until June 30, 2023, 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.

The Company evaluated for the period ended on June 30, 2023, 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.

As termination

Agreement took place during the reporting period, the financial been classified to disclose this operation as discontinued operation.

GBT TECHNOLOGIES INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

December 31, 2023 and 2022

Revenue Recognition

Accounting Standards Update (“ASU”)

2014-09, Revenue from Contracts with Customers (“ Topic 606 ”), became effective for the

Company on January 1, 2018.

The Company’s revenue recognition disclosure reflects its updated accounting policies that are

affected by this new standard.

The Company applied the “modified retrospective” transition method for open contracts

for the implementation of Topic 606.

The Company had no significant post-delivery obligations, this new standard did

not result in a material recognition of revenue on the Company’s accompanying 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 .

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.

Company made no adjustments to its previously-reported total revenues, as those periods continue to be presented in accordance with its

historical accounting practices under Topic 605, Revenue Recognition .

Revenue from providing IT consulting services

1 unchanged sentence

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

recognition of revenue only when the Company satisfies

each performance obligation.

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;

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.

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:

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.

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;

the performance obligations in the contract.

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 – (discontinued during

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.

is entitled to all revenue which is being paid by Amazon or eBay into a designated bank account and the Company is responsible fo r

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;

GBT TECHNOLOGIES INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

December 31, 2022 and 2021

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.

5 unchanged sentences

Sales are being recognized upon shipment.

GBT TECHNOLOGIES INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

December 31, 2023 and 2022

Unearned revenue

4 unchanged sentences

Contract liabilities

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 December 31, 2022.

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 December 31, 2022.

The contract liabilities as of December 31, 2023 and December 31, 2022 was $ 0 and

$ 41,444 , respectively.

On or about May 10, 2023 TGHI filed with the SEC

Form 15 choosing to become a non-reporting entity.

As such the Company void its entire contract liability with TGHI.

Variable Interest Entity

On February 18, 2022, the

Company, effective March 1, 2022 entered into a Revenue Sharing Agreement (“RSA”) with Mahaser LTD.

pursuant to which the Company shares in revenues generated by Mahaser e-commerce sales through the online retail platform in the United

States of America.

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.

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 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

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

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

The Company shall have no obligations to make any further payments to Mahaser.

4 unchanged sentences

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.

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.

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.

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.

Effective July 1, 2023, the Company agreed to terminate the RSA with Mahaser Ltd.

The years ended

on December 31, 2023 and December 31, 2022 does not include the result of operation by Mahaser, as it ceases being VIE.

GBT TECHNOLOGIES INC.

1 unchanged sentence

December 31, 2023 and 2022

The following table summarizes

the carrying amount of the assets and liabilities of Mahaser included in the Company’s consolidated balance sheets at December 31,

2022 (after elimination of intercompany transactions and balances):

Condensed financial statements

of consolidated variable interest entity (“VIE”) included in the consolidated balance sheets above (after elimination

of intercompany transactions and balances) consist of:

Current assets:

and equivalents

From related party

current assets

of consolidated VIE included in the consolidated balance sheets above (after elimination of intercompany transactions and balances)

Current liabilities

current liabilities

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

of goods sold

and administrative expenses

The Company accounts for income taxes in accordance

8 unchanged sentences

of changes in tax laws and rates on the date of enactment.

Under ASC 740, a tax position is recognized as a benefit

only if it is “more likely than not” that the tax position would be sustained in a tax examination, with a tax examination

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.

17 unchanged sentences

if later), and as if funds obtained thereby were used to purchase common stock at the average market price during the period.

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 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 of earnings per share

B preferred stock

preferred stock

Schedule of anti dilutive securities excluded from computation earnings per share

Series B preferred stock

Series C preferred stock

Series H preferred stock

Series I preferred stock

Convertible notes

74,974,606,196

3,949,223,831

74,974,742,666

3,949,360,301

Management’s Evaluation of Subsequent

The Company evaluates

events that have occurred after the balance sheet date of December 31, 2022, through the date which the CFS are issued.

the review, other than described in Note 20 – Subsequent Events, the Company did not identify any recognized or non-recognized

subsequent events that would have required adjustment or disclosure in the CFS.

The Company evaluates events

that have occurred after the balance sheet date of December 31, 2022, through the date which the CFS are issued.

Based upon the review,

other than described in Note 20 – 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

2 unchanged sentences

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.

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.

had no material impact on the CFS for the year ended December 31, 2022.

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

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 years ended December 31, 2023 and December 31, 2022 .

On April 2021, the FASB issued ASU 2021-04, “ Earnings

1 unchanged sentence

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.

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 year ended December 31, 2022.

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.

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 years ended December 31, 2023

and December 31, 2022.

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.

GBT TECHNOLOGIES INC.

3 unchanged sentences

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.

On January 28, 2022, the Company entered

into a Stock Purchase Agreement with Marko Radisic (the “Seller”) and Touchpoint Group Holdings, Inc.

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 order to this agreement as

of December 31, 2022.

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

order to this agreement as of December 31, 2023.

TGHI converted the Touchpoint Preferred into 10,000,000 shares

1 unchanged sentence

in total FV of $ 6,000 as of December 31, 2022 based on level 1 stock price in OTC markets.

On or about May 10, 2023 TGHI filed with the SEC

Form 15 choosing to become a non-reporting entity.

As such the Company depreciate its entire investment with TGHI.

MetAlert -prior name GTX Corp

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

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 ,0–0 -

in total FV of $ 12,538

of December 31, 2022 based on level 1 stock price in OTC markets.

GBT TECHNOLOGIES INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

December 31, 2022 and 2021

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.

for $ 150,000 - in total FV of $ 12,538 as of December 31, 2022 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

The remaining 50% of the principal must be paid in cash.

The closing occurred on April 12, 2022.

As of December 31, 2023, the

Company wrote off the 50% of the convertible principal with all unpaid interest in total of $ 65,613 due to the collectability

GTX changed its name into Metalert Inc.

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

designs, manufactures and sells various interrelated and complementary products and services in the wearable technology and IoMT (Internet

of Medical Things) marketplace.

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.

December 31, 2023, the Company wrote off the entire of the convertible principal with all unpaid interest in total of $ 95,770 due to

the collectability issue.

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.

GBT TECHNOLOGIES INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

December 31, 2023 and 2022

As of December 31, 2022,

the notes had an outstanding balance of $ 190,000 and accrued interest of $ 8,475 .

As of December 31, 2023, the notes had an outstanding

balance of $ 46,250 and accrued interest of $ 0 .

As of December 31, 2023 and December 31, 2022, the

marketable security had a FV of $ 1,692 and $ 12,538 , respectively.

Note 5 – Investment in Surge Holdings, Inc.

Surge Holdings, Inc.

On September 30, 2019, GBT Technologies

(the “Company”) entered into an Asset Purchase Agreement (“APA”) with Surge Holdings, Inc., a

Nevada corporation (“SURG”) pursuant to which the Company agreed to sell and assign to SURG, all the assets and

certain specified liabilities, of its ECS Prepaid, Electronic Check Services and the Central State Legal Services businesses

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 principmountount of $ 4,000,000

(the “SURG Note”), convertible into SURG’s shares of common stock.

On January 7, 2022, the Company received

payments from Surgepays Inc.

(formerly known as Surge Holdings, Inc.) in total of $ 3,750,000

pursuant to the terms of the Settlement Agreement dated December 22, 2021.

On June 23, 2020, SURG entered into an Exchange Agreement

(the “AltCorp Exchange Agreement”) with AltCorp Trading LLC (“AltCorp”) with such AltCorp Exchange Agreement being

consented and agreed to by the Company, the parent of AltCorp.

At the expiration of the lock-up period, in the event the VWAP for the

SURG Common Stock was, during the preceding twenty-day trading period, less than $ 0.50 per share, AltCorp retained the right to reserve

additional shares of SURG Common Stock equal to the True-Up Value as defined in the AltCorp Exchange Agreement.

GBT TECHNOLOGIES INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

December 31, 2022 and 2021

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,

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.

settlement SURG agreed to make total payments of $ 4,200,000 to the Company’s trust account on or prior to January 7, 2022.

$4.2 million amount consists of $450,000 paid by SURG in November and December 2021, $100,000 to be paid on or about January 4, 2022,

and $3,650,000 to be paid on or prior to January 7, 2022 of which $375,000 will be held in escrow as described before.

The $3,750,000

was recorded as other receivable as of December 31, 2021.

As of December 31, 2021, the Company has recorded an outstanding payable balance

to Stanley amounted $1,862,928 recorded under accrued expenses.

Subsequently, SURG was a party to two lawsuits in

state District Court, the Eighth Judicial District Court for Clark County, Nevada involving AltCorp, Stanley and Glen Eagles Acquisition

LP (the “AltCorp Parties.”).

Each of these lawsuits were ultimately disputes relating to the total consideration SURG was

to pay the Company under the APA.

On October 18, 2021, the AltCorp Parties, the Company,

and SURG entered into a Memorandum of Understanding (the “MOU”) to set up a framework for an attempt to settle the two lawsuits.

On December 22, 2021 (the “Effective Date”),

pursuant to the framework in the MOU, the AltCorp Parties (and an additional third party), the Company, ECS, and SURG, Kevin Brian Cox

(SURG’s Chief Executive 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.

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 related to the $ 4.2 million payment to

Stanley being made, the parties shall make filings with the state District Court in Clark County, Nevada to dismiss both lawsuits, including,

regarding the lawsuit filed by AltCorp Trading, LLC, the dismissal of the lawsuit as to VStock Transfer, 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.

GBT TECHNOLOGIES INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

December 31, 2022 and 2021

Note 6 – Investment Avant .

On April 3, 2023, GBT Tokenize Corp., a subsidiary

that is owned 50 % by the Company entered into an Asset Purchase Agreement (“APA”) with Trend Innovation Holdings, Inc.

in which the Company consented, pursuant to which Tokenize 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.

Note 7 - 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 has pledged 4,006 restricted shares of its common stock valued

at $7,610,147 (based on the closing price on

the grant date) for a term of three years 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.

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 has pledged 4,006 restricted shares of its common

stock valued at $7,610,147 (based on the closing price on the grant date) for a term of three years 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 has recorded the value of these shares of common

stock as a stock loan receivable which is presented as a contra-equity account in the accompanying consolidated balance sheets.

At December 31, 2019, the Company wrote off the accrued interest income as Latinex did not perform any payment and the Company

has no mean to enforce this payment.

Latinex agreed in principle to return the pledged 4,006 restricted shares to the Company

for cancellation.

The 4,006 restricted shares have not yet been returned

to the Company as of December 31, 2022.

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 has recorded

the value of these shares of common stock as a stock loan receivable which is presented as a contra-equity account in the accompanying

consolidated balance sheets.

At December 31, 2019, the Company wrote off the accrued interest income as Latinex did not perform any payment

and the Company has no mean to enforce this payment.

Latinex agreed in principle to return the pledged 4,006 restricted shares of its

common stock to the Company for cancellation.

The 4,006 restricted shares of common stock have not yet been returned to the Company as

of December 31, 2023.

Note 8 – Impaired Investment

Investment in GBT Technologies,

TECHNOLOGIES INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

December 31, 2023 and 2022

On June 17, 2019, the Company,

3 unchanged sentences

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

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

3 unchanged sentences

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.

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.

GBT TECHNOLOGIES INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

December 31, 2022 and 2021

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.

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

14 unchanged sentences

or to contact GBT-CR on an on-going basis, and cannot get information about GBT-CR.

Investment in Joint Venture

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

into a Joint Venture and Territorial License Agreement (the “Tokenize Agreement”) with Tokenize-It, S.A.

GBT TECHNOLOGIES INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

December 31, 2023 and 2022

Investment in Joint Venture GBT Tokenize Corp

On March 6, 2020, the Company through Greenwich,

entered into a Joint Venture and Territorial License Agreement (the “Tokenize Agreement”) with Tokenize-It, S.A.

(“Tokenize”),

which is owned by a Costa Rica Trust represented by Pablo Gonzalez (“Gonzalez”).

Gonzalez also represents Gonzalez Costa Rica

Trust, which holds a note in the principal amount of $10,000,000 and is also a shareholder of the Company.

Gonzalez also represents Gonzalez Costa

Rica Trust, which holds a note in the principal amount of $10,000,000 and is also a shareholder of the Company.

Under the Tokenize Agreement,

the parties formed GBT Tokenize Corp., a Nevada corporation (“GBT Tokenize”).

The purpose of GBT Tokenize is to develop, maintain

and support source codes for its proprietary technologies including advanced mobile chip technologies, tracking, radio technologies, AI

core engine, electronic design automation, mesh, games, data storage, networking, IT services, business process outsourcing development

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

3 unchanged sentences

for other territories.

The Company pledged its 50% ownership in GBT Tokenize

and its 100% ownership of Greenwich to Tokenize to secure its Technology Portfolio investment.

The Company shall appoint two directors

and Tokenize shall appoint one director of GBT Tokenize.

Tokenize shall contribute the services and resources

for the development of the Technology Portfolio to GBT Tokenize.

The Company shall contribute 2,000,000 shares of common stock of the

Company (“GBT Shares”) to GBT Tokenize.

Tokenize and the Company will each own 50% of GBT Tokenize.

The shares were valued

at $ 5,500,000 .

In addition, GBT Tokenize and Gonzalez

entered into a Consulting Agreement in which Gonzalez is engaged to provide services for $ 33,333

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

Company’s 10-day VWAP.

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

Tokenize’s capital raising efforts.

The term of the Consulting Agreement is two years.

During year ended December 31,

2021, Gonzalez assigned all his accrued balances of $ 424,731

to Stanley Hills in a private transaction that the Company is not part to.

The closing of the Tokenize Agreement occurred on

March 9, 2020.

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

its Technology Portfolio investment.

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

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

The Company shall

contribute 2,000,000 shares of common stock of the Company (“GBT Shares”) to GBT Tokenize.

Tokenize and the Company will

each own 50% of GBT Tokenize.

The shares were valued at $ 5,500,000 .

In addition, GBT Tokenize and Gonzalez entered into

a Consulting Agreement in which Gonzalez is engaged to provide services for $ 33,333 per month payable quarterly which may be paid in

shares of common stock calculated by the amount owed divided by the Company’s 10-day VWAP.

Gonzalez will provide services in connection

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

The term of the Consulting Agreement is

During year ended December 31, 2021, Gonzalez assigned all his accrued balances of $ 424,731 to Stanley Hills in a private

transaction that the Company is not part to.

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

Through this Joint Venture the parties commenced

development of an intelligent human vital signs’ device, which we currently refer to as the qTerm.

The platform is an expansion

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

with an exclusive territory of California

to develop certain of the Company’s technology.

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

joint venture GBT Tokenize Corp.

will be compensated with additional two hundred million shares of the Company to strengthen its funding,

subject to board approval.

A provisional patent application for the qTerm Medical Device was filed on March 30, 2020 with the USPTO.

application has been assigned serial number 63001564.

The Joint Venture completed successfully the first prototype.

There is no guarantee

that the Company will be successful in researching, developing or implementing this product into the market.

In order to successfully

implement this concept, the Company will need to raise adequate capital to support its research and, if successfully researched, developed

and granted regulatory approval, the Company would need to enter into a strategic relationship with a third party that has experience

in manufacturing, selling and distributing this product.

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

critical steps.

On May 28, 2021, the parties agreed to amend the Tokenize Agreement to expand territory granted for the Technology Portfolio

under the license to GBT Tokenize to include the entire continental United States.

The Company has further agreed to issue GBT Tokenize

an additional 14,000,000 shares of common stock of the Company.

The shares were valued at $ 15,400,000 .

At March 31, 2020, the Company

evaluated the carrying amount of this joint venture investment and determined that this investment was fully impaired and as a result

an impairment charge of $ 5,500,000 was taken.

At December 31, 2021, the Company evaluated the carrying amount of this joint venture investment

and determined that this investment was fully impaired and as a result an impairment charge of $ 15,400,000 was taken.

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.

and GBT Tokenize Corp (“GBT Tokenize”).

GBT TECHNOLOGIES INC.

1 unchanged sentence

December 31, 2023 and 2022

Through this Joint Venture the parties commenced development

of an intelligent human vital signs’ device, which we currently refer to as the qTerm.

The platform is an expansion of the existing

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

with an exclusive territory of California to develop certain

of the Company’s technology.

As the nature of the platform cannot be restricted only to California, the Company’s joint venture

GBT Tokenize Corp.

will be compensated with additional two hundred million shares of the Company to strengthen its funding, subject to

board approval.

A provisional patent application for the qTerm Medical Device was filed on March 30, 2020 with the USPTO.

The application

has been assigned serial number 63001564.

The Joint Venture completed successfully the first prototype.

There is no guarantee that the

Company will be successful in researching, developing or implementing this product into the market.

In order to successfully implement

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

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

selling and distributing this product.

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

On May 28, 2021, the parties agreed to amend the Tokenize

Agreement to expand territory granted for the Technology Portfolio under the license to GBT Tokenize to include the entire continental

United States.

The Company has further agreed to issue GBT Tokenize an additional 14,000,000 shares of common stock of the Company.

shares were valued at $ 15,400,000 .

At March 31, 2020, the Company evaluated the carrying

amount of this joint venture investment and determined that this investment was fully impaired and as a result an impairment charge of

$ 5,500,000 was taken.

At December 31, 2021, the Company evaluated the carrying amount of this joint venture investment and determined

that this investment was fully impaired and as a result an impairment charge of $ 15,400,000 was taken.

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

5 unchanged sentences

Schedule of accounts payable and accrued expenses

Accounts payable

Accrued liabilities

3 unchanged sentences

for the purchase of products that have not seen shipped to the Company’s customers.

In 2018, the Company ran pre-sales efforts for

its pet tracker product and received prepayments for its product.

In addition, during 2018, the Company received $ 200,000 in connection

with an intellectual property license and royalty agreement.

In 2018, the Company ran pre-sales efforts

for its pet tracker product and received prepayments for its product.

The Company has $ 0 and $ 48,921 of unearned revenue at December

2022 and 2021, respectively.

GBT TECHNOLOGIES INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

December 31, 2022 and 2021

Note 10 – Convertible Notes Payable, Non-related Partied and Related

31, 2023 and December 31, 2022, respectively.

Note 11 – Convertible Notes Payable, Non-related Partied and

Related Party

Convertible notes payable – non related parties at December 31,

2023 and 2022 consist of the following:

Schedule of rollfoward of convertible note

note payable to GBT Technologies S.A

notes payable to 1800

notes payable to Redstart Holdings

Total convertible

notes payable, non related parties

debt discount

notes payable – non related parties

current portion

of convertible notes payable – non related parties

Convertible note payable to GBT Technologies

Convertible notes payable to 1800

Convertible notes payable to Glen

Total convertible notes payable, non related parties

Unamortized debt discount

Convertible notes payable – non related parties

Less current portion

( 5,665,017 )

notes payable – non related parties, long-term portion

( 6,397,727 )

Convertible notes payable – non related parties,

long-term portion

GBT TECHNOLOGIES INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

December 31, 2023 and 2022

$10,000,000 for GBT Technologies S.

1 unchanged sentence

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 (see note 12).

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,

8 unchanged sentences

of this convertible note, the Company took a charge related to the modification of debt of $ 13,777,480 during the year ended December

This convertible note is recorded as derivative liability because of the discounted price on conversion (see note 13).

During the year ended December

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

24, 2021, the Company transferred 5,500,000 SURG shares received as repayment of $660,000 of this convertible note (See Note7).

During the year ended December

31, 2022, IGOR 1 converted $1,659,869 of the convertible note into 590,117,647 shares of the Company’s common stock.

This convertible note is recorded as derivative liability because of the discounted price on conversion.

During the period ended

December 31, 2023, IGOR 1 converted $1,182,535 of the convertible note into 6,309,235,294 shares of the Company’s common stock.

As of December 31, 2023,

the note had an outstanding balance of $ 5,175,496 and accrued interest of $ 2,358,241 .

Redstart Holdings Corp.

GBT TECHNOLOGIES INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

December 31, 2022 and 2021

Paid Off Notes/Converted

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

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

1”) of $ 153,600 for

The Redstart Note No.

1 had a maturity date of November

3, 2021 and the Company had agreed to pay interest on the unpaid principal balance of the

Redstart Note No.

1 at the rate of 6 %

from the date on which the Redstart Note No.

1 is issued (the “Issue Date”) until the same becomes due and

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

The Company shall have the right to prepay

the Redstart Note No.

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

The transactions described above closed on August 5, 2020.

The outstanding principal amount of the Redstart Note No.

not be converted prior to the period beginning on the date that is 180 days following the Issue Date.

Following the

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

1 into shares of the Company’s common

stock to 85% of the lowest trading price with a 20-day look back immediately preceding the date of conversion.

the conversion price will vary based on the Company’s stock price, the beneficial conversion feature associated with

this note is accounted for as a derivative liability.

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

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

1), the Redstart Note No.

1 shall become immediately due and payable

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

the Redstart Note No.

During the year ended December 31, 2021, the entire amount of Note No.

1 of $ 153,600 plus

accrued interest was converted into 226,532 shares

of common stock.

On September 15,

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

a Convertible Promissory Note (the “Redstart Note No.

2”) of $ 93,600

for $ 78,000 .

The Redstart Note No.

2 had a maturity date of September

15, 2021 and the Company had agreed to pay interest on the unpaid principal balance of the

Redstart Note No.

2 at the rate of 6 %

from the date on which the Redstart Note No.

2 is issued (the “Issue Date”) until the same becomes due

and payable, whether at maturity or upon acceleration or by prepayment or otherwise.

The Company shall have the right to

prepay the Redstart Note No.

2, provided it makes a payment including a prepayment to Redstart as set forth in the Redstart

The transactions described above closed on September 16, 2020.

The outstanding principal amount of the Redstart

2 may not be converted prior to the period beginning on the date that is 180 days following the Issue Date.

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

2 into shares of the

Company’s common stock at a conversion price equal to 85% of the lowest trading price with a 20-day look back

immediately preceding the date of conversion.

Since the conversion price will vary based on the Company’s stock price,

the beneficial conversion feature associated with this note is accounted for as a derivative liability.

In addition, upon the

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

2), the Redstart Note No.

2 shall become immediately due and payable and the Company shall pay to Redstart, in full satisfaction of its obligations

hereunder, additional amounts as set forth in the Redstart Note No.

During the year ended December 31, 2021, the entire

amount of Note No.

2 of $ 93,600 plus

accrued interest was converted into 89,169 shares

of common stock.

GBT TECHNOLOGIES INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

December 31, 2022 and 2021

On December 9, 2020, the Company entered into

a Securities Purchase Agreement with Redstart pursuant to which the Company issued to Redstart a Convertible Promissory Note (the

“Redstart Note No.

3”) of $100,200 for $83,500.

The Redstart Note No.

3 had a maturity date of December 9, 2021 and the Company had agreed to pay interest on

the unpaid principal balance of the Redstart Note No.

3 at the rate of 6% from the date on which the Redstart Note No.

3 is issued (the “Issue

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

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

3, provided it makes a payment including a prepayment to Redstart

as set forth in the Redstart Note No.

The transactions described above closed on December 11, 2020.

The outstanding principal

amount of the Redstart Note No.

3 may not be converted prior to the period beginning on the date that is 180 days following the

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

3 into shares of the Company’s common

stock at a conversion price equal to 85% of the lowest trading price with a 20-day look back immediately preceding the date

of conversion.

Since the conversion price will vary based on the Company’s stock price, the beneficial conversion feature

associated with this note is accounted for as a derivative liability.

In addition, upon the occurrence and during the continuation

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

3), the Redstart Note No.

3 shall become immediately due and payable

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

Redstart Note No.

During the year ended December 31, 2021, the entire amount of Note No.

3 of $100,200 plus accrued interest was converted into 135,582 shares of common stock.

On February 10, 2021, the Company entered into a Securities

Purchase Agreement with Redstart pursuant to which the Company issued to Redstart a Convertible Promissory Note (the “Redstart Note

4) of $ 184,200 for a purchase price of $ 153,500 .

The Redstart Note No.

4 had a maturity date

of February 5, 2022 and the Company had agreed to pay interest on the unpaid principal balance of the Redstart Note No.

the rate of 6 % from the date on which the Redstart Note No.

4 is issued (the “Issue Date”) until the

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

The Company shall have the right

to prepay the Redstart Note No.

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

The transactions described above closed on February 10, 2021.

The outstanding principal amount of the Redstart Note No.

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

Following the 180 th day,

Redstart may convert the Redstart Note No.

4 into shares of the Company’s common stock at a conversion price equal

to 85% of the lowest trading price with a 20-day look back immediately preceding the date of conversion.

Since the conversion price will

vary based on the Company’s stock price, the beneficial conversion feature associated with this note is accounted for as a derivative

In addition, upon the occurrence and during the continuation of an Event of Default (as defined in the Redstart Note No.

the Redstart Note No.

4 shall become immediately due and payable and the Company shall pay to Redstart, in full satisfaction of its obligations

hereunder, additional amounts as set forth in the Redstart Note No.

During the year ended December 31, 2021, the entire amount of Redstart

4 of $ 184,200 plus accrued interest was converted into 386,146 shares of common stock.

GBT TECHNOLOGIES INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

December 31, 2022 and 2021

On March 15, 2021, the Company entered into a Securities

Purchase Agreement with Redstart pursuant to which the Company issued to Redstart a Convertible Promissory Note (the “Redstart Note

5”) of $ 106,200 for $ 88,500 .

The Redstart Note No.

5 had a maturity date

of June 15, 2022 and the Company had agreed to pay interest on the unpaid principal balance of the Redstart Note No.

rate of 6 % from the date on which the Redstart Note No.

5 is issued (the “Issue Date”) until the same

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

The Company shall have the right to prepay

the Redstart Note No.

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

The transactions

described above closed on March 17, 2021.

The outstanding principal amount of the Redstart Note No.

5 may not be converted prior to the

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

Following the 180 th day, Redstart may convert

the Redstart Note No.

5 into shares of the Company’s common stock at a conversion price equal to 85% of the lowest

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

Since the conversion price will vary based on the

Company’s stock price, the beneficial conversion feature associated with this note is accounted for as a derivative liability.

addition, upon the occurrence and during the continuation of an Event of Default (as defined in the Redstart Note No.

5), the Redstart

5 shall become immediately due and payable and the Company shall pay to Redstart, in full satisfaction of its obligations hereunder,

additional amounts as set forth in the Redstart Note No.

During the year ended December 31, 2021, the entire amount of Redstart Note

5 of $ 106,200 plus accrued interest was converted into 317,837 shares of common stock.

Sixth Street Lending

LLC – named changed - 1800 Diagonal Lending LLC -

On May 5, 2022, the Company entered into a Securities

Purchase Agreement with Redstart pursuant to which the Company issued to Redstart a Convertible Promissory Note (the “Redstart Note

6”) of $106,200 for $88,500.

The Redstart Note No.

6 had a maturity date

of August 26, 2022 and the Company had agreed to pay interest on the unpaid principal balance of the Redstart Note No.

the rate of 6 % from the date on which the Redstart Note No.

6 is issued (the “Issue Date”) until the

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

The Company shall have the right

to prepay the Redstart Note No.

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

The transactions described above closed on May 28, 2021.

The outstanding principal amount of the Redstart Note No.

6 may not be converted

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

Following the 180 th day, Redstart

may convert the Redstart Note No.

6 into shares of the Company’s common stock at a conversion price equal to 85%

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

Since the conversion price will vary

based on the Company’s stock price, the beneficial conversion feature associated with this note is accounted for as a derivative

In addition, upon the occurrence and during the continuation of an Event of Default (as defined in the Redstart Note No.

the Redstart Note No.

6 shall become immediately due and payable and the Company shall pay to Redstart, in full satisfaction of its obligations

hereunder, additional amounts as set forth in the Redstart Note No.

During the year ended December 31, 2021, the entire amount of Redstart

5 of $106,200 plus accrued interest was fully repaid in total cash of $ 141,782 .

On September 21, 2021, the Company entered into a Securities Purchase Agreement with Redstart pursuant

to which the Company issued to Redstart a Convertible Promissory Note (the “Redstart Note No.

7”) of $ 244,500 for

The Redstart Note No.

7 had a maturity date of December 22, 2022 and

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

7 at 2.5% from the date on which the Redstart

7 is issued (the “Issue Date”) until the same becomes due and payable, whether at maturity or upon acceleration

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 Redstart Note No.

7, provided it makes a payment including

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

The transactions described above closed on September 28, 2021.

outstanding principal amount of the Redstart Note No.

7 may not be converted prior to the period beginning on the date that is 180 days

following the Issue Date.

Following the 180 th day, Redstart may convert

the Redstart Note No.

7 into shares of the Company’s common stock at a conversion price equal to 85% of the lowest

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

Since the conversion price will vary based on the

Company’s stock price, the beneficial conversion feature associated with this note is accounted for as a derivative liability.

In addition, upon the occurrence and during the continuation of an Event of Default (as defined in the Redstart Note No.

7), the Redstart

7 shall become immediately due and payable and the Company shall pay to Redstart, in full satisfaction of its obligations hereunder,

additional amounts as set forth in the Redstart Note No.

During the year ended December 31, 2022, Redstart converted the entire note

into 7,656,951 shares of the Company’s common stock.

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.

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.

GBT TECHNOLOGIES INC.

1 unchanged sentence

December 31, 2023 and 2022

Iliad Research and Trading,

On February 27,

2019, the Company entered into a note purchase agreement with a third-party invest–r - Iliad Research and Trading,

L.P.(“Iliad”), pursuant to which the Company issued a promissory note for the original principal amount of

The promissory note had an original issue discount of $ 300,000 and

the inventor paid $ 2,025,000 to

the Company, of which $ 25,000 was

paid for legal expenses.

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

issuance of the note.

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

Subject to the terms and conditions

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

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

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

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

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

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

with the market price of the common stock (collectively, “Restricted Issuance Transaction”).

The outstanding

balance of the Note will be increased by 5% in the event the Company enters into a Restricted Issuance Transaction that is

approved by Iliad.

The original issue discount is being amortized to interest expense over the term of the promissory

27, 2020, the Company and Iliad entered into an Amendment to the Iliad Note pursuant to which the maturity date of the Iliad

Note was extended to August 27, 2020, provided that the Debt may be converted into shares of common stock of the Company at

a conversion price equal to 80% multiplied by the lowest trading daily VWAP for the common stock during the 20 trading

day period ending on the latest complete trading day prior to the conversion date, provided for the payment by the Company

to Iliad of an extension fee equal to 7.5% of the outstanding balance of the Iliad Note resulting in a new balance of the

Iliad Note of $2,765,983 and provided that the Company’s failure to deliver shares of common stock within three trading

days of a conversion would result in an event of default.

Since the conversion price will vary based on the Company’s

stock price, the beneficial conversion feature associated with this note is accounted for as a derivative liability.

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

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

exceed 9.99% of the then issued and outstanding shares of common stock.

On July 20, 2020 the Company and Iliad entered into

agreement to extend the maturity of the Iliad Note until February 27, 2021 for an extension fee of $ 1,000 .

On February 28, 2021 the Company and Iliad entered into agreement to further extend the maturity of the Iliad Note until

May 31, 2021 for an extension fee of $1,000 representing the third extension of the original note.

On May 19, 2021, the

Company and Iliad entered into agreement to further extend the maturity of the Iliad Note until August 31, 2021 for an

extension fee of $1,000 representing the fourth extension of the original note.

On August 20, 2021, the Company and Iliad

entered into agreement to further extend the maturity of the Iliad Note until December 31, 2021 for an extension fee of

During the year ended December 31, 2021, Iliad converted $2,508,737 of its convertible note into 4,053,069 shares

of the Company’s common stock.

The balance of the Iliad debt at December 31, 2022 and December 31, 2021 was $ 0 and

respectively.

Sixth Street Lending LLC

– named changed - 1800 Diagonal Lending LLC - First Note

On November 8, 2021, the

Company entered into a Securities Purchase Agreement with Sixth Street Lending LLC (“Sixth Street”) pursuant to which the

Company issued to Sixth Street a Convertible Promissory Note (the “Sixth Street Note”) of $ 124,200 for $ 103,500 .

Sixth Street Note had a maturity date of February 8, 2023 and the Company agreed to pay interest on the unpaid principal balance

of the note at 6 % from the date on which the note is issued (the “Issue Date”) until the same becomes due and payable,

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

The Company shall have the right to prepay the note, provided

it makes a payment including a prepayment to Sixth Street as set forth in the Sixth Street Note.

The outstanding principal amount of the

note may not be converted prior to the period beginning on the date that is 180 days following the Issue Date.

Following the 180 th day,

Sixth Street may convert the note into shares of the Company’s common stock at a conversion price equal to 85% of

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

Since the conversion

price will vary based on the Company’s stock price, the beneficial conversion feature associated with this note is accounted for

as a derivative liability.

In addition, upon the occurrence and during the continuation of an Event of Default (as defined in the Sixth

Street Note), the note shall become immediately due and payable and the Company shall pay to Sixth Street, in full satisfaction of its

obligations hereunder, additional amounts as set forth in the Sixth Street Note.

During the year ended December 31, 2022, Sixth Street

converted the entire note into 26,343,190 shares of the Company’s common stock.

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

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 December 31, 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 December 31, 2023,

the note had an outstanding balance of $ 0 and an interest of $ 0 .

Outstanding Notes

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

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.

GBT TECHNOLOGIES INC.

1 unchanged sentence

December 31, 2023 and 2022

Sixth Street Lending LLC

– named changed - 1800 Diagonal Lending LLC - Second Note

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

As of December 31, 2023,

the consolidated convertible note had an outstanding balance of $ 462,500 and an accrued interest of $ 106,072 .

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

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 affect 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 December 31, 2023, the note had an outstanding balance of $ 1,486 .

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 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 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.

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.

During the period ended

December 31, 2023, 1800 Diagonal converted $ 42,500 of the convertible note into 500,000,000 shares of the Company’s common stock.

As of December 31, 2023,

the note had an outstanding balance of $ 20,180 and accrued interest of $ 6,041 .

TECHNOLOGIES INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

December 31, 2023 and 2022

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.

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

affect 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 December 31, 2023,

the note had an outstanding balance of $ 26,059 and a one-time interest of $ 5,665 .

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.

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 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 year ended December 31, 2022, 1800

Diagonal lending converted $130,400 of the convertible note into 222,091,971 shares of the Company’s common stock.

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.

As of December 31, 2023,

the note had an outstanding balance of $ 114,100 and accrued interest of $ 7,674 .

Sixth Street Lending LLC

– named changed - 1800 Diagonal Lending LLC - Third 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.

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.

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.

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.

the note had an outstanding balance of $ 50,580 and an accrued interest of $ 3,966 .

Convertible notes payable – prior related parties at December

31, 2023 and December 31, 2022 consist of the following:

Schedule of convertible note payable

Convertible note payable to Stanley Hills

Unamortized debt discount

Convertible notes payable, net, related party

Less current portion

Convertible notes payable, net, related party, long-term

GBT TECHNOLOGIES INC.

1 unchanged sentence

December 31, 2023 and 2022

During the year ended December 31, 2022, the

company paid back $ 39,043 to 1800 Diagonal lending.

As of December 31, 2022,

the note had an outstanding balance of $ 77,157 and an interest of $ 13,944 .

As of December 31, 2022 and

December 31, 2021, the nonrelated party convertible notes had total outstanding balance of $ 6,393,497 and 8,145,233 , net of

debt discount, and accrued interest of $ 2,068,799 and $ 1,547,924 , respectively.

Convertible notes payable – related parties at December 31, 2022

and 2021 consist of the following:

Summary of convertible notes payable

note payable to Stanley Hills

debt discount

notes payable, net, related party

current portion

notes payable, net, related party, long-term portion

Stanley Hills LLC

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

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.

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).

As of December 31, 2022 and 2021 the

principal balance of Stanley debt is $ 116,605

respectively.

The unpaid interest of the Stanley debt at December 31, 2022 and 2021 was $ 20,033 and

respectively.

The Stanley debt is secured via a pledge agreement on the SURG shares.

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 December 31, 2023

and December 31, 2022 the principal balance of Stanley debt is $ 661,395 and $ 116,605 respectively.

The unpaid interest of the Stanley

debt at December 31, 2023 and December 31, 2022 was $ 49,482 and $ 20,033 , respectively.

Discounts on convertible notes

The Company recognized interest expense of $ 438,015

and $ 824,238 during the years ended December 31, 2022 and 2021, respectively, related to the amortization of the debt discount on convertible

The unamortized debt discount at December 31, 2022 and 2021 was $ 189,060 and $ 278,867 , respectively.

GBT TECHNOLOGIES INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

December 31, 2022 and 2021

The Company recognized debt discount of $ 113,260

and $ 438,015 during the twelve months ended December 31, 2023 and 2022, respectively, related to the amortization of the debt discount

on convertible notes.

The unamortized debt discount at December 31, 2023 and at December 31, 2022 was $ 43,739 and $ 189,060 , respectively.

A roll-forward of the convertible notes payable from

December 31, 2022 to December 31, 2023 is below:

Schedule of roll forward convertible notes payable

notes payable, December 31, 2020

note issued for accounts payable

interest added to convertible note

with marketable securities

( 1,460,000 )

issue discount

to common stock

( 5,649,000 )

discount related to new convertible notes

of debt discounts

notes payable, December 31, 2021

issue discount

to common stock

Schedule of roll-forward of the convertible notes payable

Convertible notes payable, December 31, 2022

Issued for cash

Debt discount related to new convertible notes

Payment with cash

Conversion to common stock

( 1,632,459 )

discount related to new convertible notes

of debt discounts

notes payable, December 31, 2022

Amortization of debt discounts

Convertible notes payable, December 31, 2023

Note –12 - Notes Payable, Non-related Parties

2 unchanged sentences

2023 and December 31, 2022 consist of the following:

Schedule of notes payable

acquisition note

debt discount

Notes payable

current portion

( 2,612,397 )

payable, long-term portion

RWJ Acquisition Note

In connection with the acquisition of RWJ in September

2017, the Company issued a note payable.

The note accrues interest at 3.5 %, was due on December 31, 2019 and is secured by the

assets purchased in the acquisition.

The Company contests the validity of the note, as such the note has not been repaid as of December

The balance of the note at December 31, 2022 and 2021 was $ 0 and $ 2,600,000 plus accrued interest of $ 0 and $ 394,666 , respectively.

GBT TECHNOLOGIES INC.

1 unchanged sentence

December 31, 2023 and 2022

Schedule of notes payable

Total notes payable

Unamortized debt discount

Notes payable

Less current portion

Notes payable, long-term portion

On June 22, 2020, the Company received a loan from

1 unchanged sentence

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.

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.

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

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.

2 unchanged sentences

Note will continue to bear interest at 3.75 % and is due 30 years from the date of issuance of the Original Note.

Note is guaranteed by Douglas Davis, the former CEO of the Company and current consultant, as well as by GBT Tokenize Corp.

The Modified Note

is guaranteed by Douglas Davis, the former CEO of the Company and current consultant, as well as by GBT Tokenize Corp.

The additional

funding of $ 200,000 was received by the Company on October 5, 2021.

The balance of the note at December 31, 2022 and 2021 was $ 350,000

and $ 350,000 plus accrued interest of $ 23,707 and $ 10,582 , respectively.

The balance of the note at December 31, 2023 and at December

31, 2022 was $ 350,000 and $ 350,000 plus accrued interest of $ 36,832 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.

on Promissory Note

Company recognized debt discount of $ 64,351 and $ 0 during the period ended December 31, 2023 and December 31, 2022, respectively, related

to the amortization of the debt discount on promissory notes.

The unamortized debt discount at December 31, 2023 and at December 31,

2022 was $ 2,265 and $ 0 , respectively.

Notes payable, related party at December 31, 2023

1 unchanged sentence

Schedule of notes payable related parties

Eda note payable

payable, related party

debt discount

Notes payable,

net, related party

current portion

payable, net, related party, long-term portion

On November 15, 2020, the Company issued

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

The note accrues interest

at 10%, is unsecured and was due on September 30, 2021.

On June 20, 2021 Alpha and the Company extended the note

maturity to December 31, 2021.

The balance of the note at December 31, 2022 and 2021 was $ 140,000 and

plus accrued interest of $ 32,633

and $ 16,633 ,

Alpha Eda note payable

Total notes payable, related party

Unamortized debt discount

Notes payable, net, related party

Less current portion

Notes payable, net, related party, long-term portion

On November 15, 2020, the Company issued a promissory

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

The note accrues interest at 10%, 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.

of the note at December 31, 2023 and at December 31, 2022 was $ 140,000 and $ 140,000 plus accrued interest of $ 46,633 and $ 32,633 ,

respectively.

Discounts on Promissory Note

The Company recognized interest expense of $ 0 and

$ 47,671 during the years ended December 31, 2021 and 2020, respectively, related to the amortization of the debt discount on promissory

The unamortized debt discount at December 31, 2021 and 2020 was $ 0 .

Note 12 – 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 .

(See Note 17).

In connection with this settlement, the Company recognized a gain on the settlement

of debt of $ 1,375,556 in 2019 as the difference between the carrying amount of the debt and the amount awarded by the arbitrator

(See Note 17).

The Company recorded accrued settlement of $ 4,090,057 and $ 4,090,057 at December 31, 2022 and 2021, respectively.

GBT TECHNOLOGIES INC.

1 unchanged sentence

December 31, 2023 and 2022

Note 13 – 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.

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 December 31, 2023 and at December 31, 2022, respectively.

Note 14 - Derivative Liability

2 unchanged sentences

being recorded as a derivative liability.

The FV of the derivative liability is recorded

and shown separately under current liabilities.

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

4 unchanged sentences

Risk free rate

0.19 - 0.39 %

Conversion/ Exercise price

Dividend rate

The following table represents the Company’s

derivative liability activity for the years ended December 31, 2022 and 2021:

Derivative instruments and hedging activities

liability balance, December 31, 2019

of derivative liability during the period

value of beneficial conversion feature of debt converted

$ 0.000075 – 0.000085

in derivative liability during the period

liability balance, December 31, 2020

of derivative liability during the period

value of beneficial conversion feature of debt converted

in derivative liability during the period

liability balance, December 31, 2021

of derivative liability during the period

value of beneficial conversion feature of debt converted

$ 0.0015 – 0.0017

in derivative liability during the period

Dividend rate

The following table represents the Company’s

derivative liability activity for the period ended December 31, 2023:

of derivative liability activity

Derivative liability balance, December 31, 2022

Issuance of derivative liability during the period

Fair value of beneficial conversion feature of debt converted

( 2,727,482 )

liability balance, December 31, 2022

GBT TECHNOLOGIES INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

December 31, 2022 and 2021

Change in derivative liability during the period

Derivative liability balance, December 31, 2023

The significant increase in the fair value of derivative liability was

mainly due to the Company’s stock price dropping from $ 0.001 at December 31, 2022 to $ 0.0001 at December 31, 2023.

It reduced the

strike price of the convertible notes and increased the total liabilities of the total convertible shares into common stock as of December

Note 15 - Stockholders’ Equity

The Board of Directors of the Company approved,

on April 13, 2020, a reverse stock split of all of the Company’s Common Stock, pursuant to which every 50 shares of Common

Stock of the Company shall be reverse split, reconstituted and converted into one (1) share of Common Stock of the Company (the

“Reverse Stock Split”).

The Company submitted an Issuer Company Related Action Notification regarding the Reverse Stock

Split to FINRA on April 14, 2020.

To effectuate the Reverse Stock Split, the Company filed on April 21, 2020 a Certificate of Change

Pursuant to Nevada Revised Statutes (“NRS”) Section 78.209 (the “Certificate of Change”) with the Secretary

of State of the State of Nevada subject to FINRA approval.

On June 8, 2020 FINRA advised the Company that such request is deficient

due to the fact that a holder of an outstanding convertible note of the Company had entered into two settlements with the Securities

and Exchange Commission that related to securities laws violations but were in no way related to the Company.

As a result, FINRA

advised that it is necessary for the protection of investors, the public interest, and to maintain fair and orderly markets that

documentation related to the Reverse Stock Split not be processed.

The Company appealed the decision made by FINRA on June 15,

On August 4, 2020, FINRA notified the Company that its appeal had been denied.

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

1 unchanged sentence

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.

GBT TECHNOLOGIES INC.

1 unchanged sentence

December 31, 2023 and 2022

During the year ended December 31, 2022, the Company

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.

On October 12, 2023, the Company amended its articles

of incorporation to increase its authorized shares of common stock to 30,000,000,000 (the “Increase Amendment”).

Amendment was approved by the board of directors as well as the shareholders holding in excess of a majority of the issued and outstanding

voting shares of the Company.

During the period ended December 31, 2023, the Company

had the following transactions in its common stock:

Of 5,500,000 Shares issued

for cash of $ 231,866 ;

Of 847,133,242 Shares issued

for the conversion of convertible notes of $ 2,158,969 and accrued interest of $ 6,491 ;

cancelled 240,000 for services rendered

Of 150,000,000

Shares issued to GBT Tokenize for certain joint venture agreement between Magic International Argentina FC, S.L.

The value of the shares of $ 1,500 was

determined based on the FV of the Company’s common stock;

Of 500,000,000

Shares issued to Metaverse for certain equity method investment.

The value of the shares of $5,000 was determined based

on the FV of the Company’s common stock;

Of 8,618,101,622 shares issued for the conversion of convertible notes

of $ 1,632,459 and accrued interest of $ 52,211 ;

Of 100,000,000 Shares issued to Pacific Capital Markets LLC for

certain for service agreement between Pacific Capital 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 at the time of issuance;

Series B Preferred Shares

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

As of December 31, 2022 and 2021, there were 45,000

Series B Preferred Shares outstanding.

As of December 31, 2023 and as of December 31, 2022,

there were 45,000 Series B Preferred Shares outstanding.

Series C Preferred Shares

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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 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”).

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.

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.

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

GBT TECHNOLOGIES INC.

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December 31, 2023 and 2022

At December 31, 2022 and 2021, GV owns 700

Series C Preferred Shares.

The issuance of the Series

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

of 1933 and Rule 506 promulgated under Regulation D thereunder.

GV is an accredited investor as defined in Rule 501 of Regulation

D promulgated under the Securities Act of 1933.

As of December 31, 2022 and 2021, there were 700 Series

C Preferred Shares outstanding.

At December 31, 2023 and at December 31, 2022, GV

owns 700 Series C Preferred Shares.

Series D Preferred Shares

As of December 31, 2022 and 2021, there are 0 and

0 shares of Series D Preferred Shares outstanding, respectively.

As of December 31, 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 December 31, 2022 and 2021, there are 0 and

0 shares of Series G Preferred Shares outstanding, respectively.

As of December 31, 2023 and as of December 31, 2022,

there are 0 and 0 shares of Series G Preferred Shares outstanding, respectively.

Series H Preferred Shares

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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

(“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.

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

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.

2019, the Company entered a Consulting Agreement with Glen Eagles Glen Eagles Acquisition LP (“Glen”) as consultant to provide

services in connection with the Company’s acquisition of 25% of GBT-CR.

Consultant will provide analysis, interaction with related

professional and other services as requested by the Company to integrate and expand capabilities between GBT-CR and the Company.

Note 14 for further details.)

As of December 31, 2022 and 2021, there are 20,000

shares of Series H Preferred Shares outstanding.

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).

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 December 31, 2023 and as of December 31, 2022,

there are 20,000 shares of Series H Preferred Shares outstanding.

Series I Preferred Shares

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 and GBT Tokenize.

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.

As of December 31, 2023, there are 1,000 shares of

Series I Preferred Shares outstanding.

GBT TECHNOLOGIES INC.

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December 31, 2023 and 2022

Treasury Shares

On April 25, 2011, the Company issued a press release

announcing that its Board of Directors approved a share repurchase program.

Under the program, the Company is authorized to purchase

up to 200-post-split (1,000,000 pre-split) of its shares of common stock in open market transactions at the discretion of management.

All stock repurchases will be subject to the requirements of Rule 10b-18 under the Securities Exchange Act of 1934, as amended and other

rules that govern such purchases.

As of December 31, 2023, the Company has 8 treasury shares on a cost basis of $ 11,059 .

Shares T o B e C ancelled

As of December 31, 2013, the Company had repurchased

8-post-split shares (38,000 pre-split) shares of its common shares in the open market, which were returned to treasury.

On December 31,

2014, the Company returned 40,000 post-split shares (200,000,000 pre-split shares) to the Company in connection with the dissolution

of the licensing agreement with Micrologic.

During the first quarter of 2015, the Company’s

counsel, who had previously been issued 32,000 shares as compensation, returned those shares to the Company.

As of December 31, 2023, the Company has 1,032 shares to be cancelled on a cost basis of $ 632,000 .

The following is a summary of warrant activity.

Summary of warrant activity

of for warrant activity

December 31, 2022

1 unchanged sentence

December 31, 2023

The exercise price for warrant outstanding and exercisable

at December 31, 2022:

Summary of exercise price for warrant outstanding

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 the course

of 24 months after an effective registration of the Shares with the Securities and Exchange Commission (the

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

The Equity Financing Agreement

grants the Company the right, from time to time at its sole discretion (subject to certain conditions) during the Contract Period, to

direct GHS to purchase shares of Common Stock on any business day (a “Put”), provided that at least ten trading days has passed

since the most recent Put.

The purchase price of the shares of Common Stock contained in a Put will be 90% of the lowest daily volume

weighted average price (VWAP) of the Company’s Common Stock during the ten consecutive trading days preceding the receipt by GHS

of the applicable Put notice.

Such sales of Common Stock by the Company, if any, may occur from time to time, at the Company’s option,

during the Contract Period.

Subject to the satisfaction of certain conditions set forth in the Equity Financing Agreement, on each Put

the Company will deliver an number of Shares equaling 110% of the dollar amount of each Put.

The maximum dollar amount of each Put will

not exceed 200% of the average daily trading dollar volume for the Company’s Common Stock during the ten trading days preceding

the Trading Day that GHS receives a Put.

No Put will be made in an amount equaling less than $10,000 or greater than $500,000.

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

The Equity Financing Agreement

and the Registration Rights Agreement contain customary representations, obligations, rights, warranties, agreements and conditions of

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

when GHS has purchased $10,000,000

in the Common Stock of the Company pursuant to the Equity Financing Agreement;

on the date that is 24 calendar months from the date the

Equity Financing Agreement was executed.

GBT TECHNOLOGIES INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

December 31, 2022 and 2021

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 year ended December 31, 2022,

the Company did not receive any proceeds from the equity purchase agreement.

Note 16 - Income Taxes

At December 31, 2022 and 2021, the significant components of the deferred

tax assets are summarized below:

At December 31, 2023 and 2022, the significant components of the

deferred tax assets are summarized below:

Schedule of components of deferred tax assets

income tax asset

operating loss carryforwards

Deferred income tax asset

Net operating loss carryforwards

Total deferred income tax asset

valuation allowance

deferred income tax asset

( 10,216,110 )

( 9,182,327 )

Total deferred income tax asset

The valuation allowance increased by $ 1,072,552 and

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operating loss carryforward of approximately $ 31,663,196 begin to expire in 2025.

GBT TECHNOLOGIES INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

December 31, 2023 and 2022

No income tax expense reflected in the consolidated

3 unchanged sentences

Schedule of effective income tax rate reconciliation

statutory rates

allowance against net deferred tax assets

Federal statutory rates

$ ( 3,735,296 )

State income taxes

( 1,422,970 )

Permanent differences

( 1,784,116 )

Valuation allowance against net deferred tax assets

Effective rate

The Company periodically evaluates the likelihood

13 unchanged sentences

accrued as of December 31, 2023 and 2022.

GBT TECHNOLOGIES INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

December 31, 2022 and 2021

Note 17 - Related Parties

3 unchanged sentences

Related parties include other parties that are subject to common control or that are subject to common significant

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 September 1, 2017, the Company entered

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

corporation, pursuant to which the Company purchased certain assets from RWJ, including inventory, terminals, licenses and

permits and intangible assets.

At closing, the Company and Mr.

Greg Bauer entered into an Employment Agreement pursuant to

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

terminated, for a base salary of $ 250,000

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

Bauer was also appointed to the Board of Directors of

As of the closing date, Mr.

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

director of the Company.

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

Petrey Wholesale,

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

The Company is in litigations in connection with RWJ transaction

– See Note 18– - Contingencies.

On January 1, 2019, the Company and Douglas Davis

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

Davis was retained as Chief Executive Officer.

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.

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

upon the Company up-listing to a national exchange.

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

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”).

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

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 prior Company’s

Chief Executive Officer (From January 1, 2019 to April 11, 2020), 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 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

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.

Davis will provide services in connection with the development of

the business as well as GBT BitSpeed’s capital raising efforts.

The term of the Consulting Agreement is two years.

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

On April 11, 2020, Douglas Davis resigned as Chief Executive

Officer of the Company so that he may fully devote all of his efforts to GBT Tokenize Corp., the Company’s joint

venture, which intends to develop a new product.

Davis’ resignation was not the result of any disagreements with

management or board of directors of the Company.

GBT TECHNOLOGIES INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

December 31, 2022 and 2021

On March 6, 2020, the Company through

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

Gonzalez also represents Gonzalez Costa Rica Trust, which holds a note of $ 10,000,000

and is also a shareholder of the Company.

Under the Tokenize Agreement, the parties formed GBT Tokenize.

The purpose of GBT

Tokenize is to develop Technology Portfolio, throughout the State of California.

Upon generating any revenue from the

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

Tokenize shall contribute

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

The Company contributed 100,000,000

GBT Shares to GBT Tokenize.

Tokenize and the Company will each own 50% of GBT Tokenize.

The Company pledged its 50%

ownership in GBT Tokenize and its 100% ownership of Greenwich to Tokenize to secure its Technology Portfolio investment.

Company shall appoint two directors and Tokenize shall appoint one director of GBT Tokenize.

In addition, GBT Tokenize and

Gonzalez entered into a Consulting Agreement in which Gonzalez is engaged to provide services for $ 33,333 .33

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

Company’s 10-day VWAP.

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

Tokenize’s capital raising efforts.

The term of the Consulting Agreement is two years.

The closing of the Tokenize

Agreement occurred on March 9, 2020.

Via this Joint Venture the parties commenced development of a development of an

intelligent human vital signs’ device, suggested named qTerm.

The platform is an expansion of the existing license

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

with an exclusive territory of California to develop certain of the

Company’s technology.

As the nature of the platform cannot be restricted only to California, the Company’s joint venture GBT

Tokenize Corp.

will be compensated with additional two hundred million shares of the Company to strengthen its funding, subject to board

A provisional patent application for the qTerm Medical Device was filed on March 30, 2020 with the USPTO.

The application

has been assigned serial number 63001564.

The Joint Venture completed successfully the first prototype.

There is no guarantee that the

Company will be successful in researching, developing or implementing this product into the market.

In order to successfully implement

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

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

selling and distributing this product.

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

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 March 31, 2023 Doug Davis gave notice to the Company of termination of the consulting agreement

dated October 10, 2019.

GBT TECHNOLOGIES INC.

1 unchanged sentence

December 31, 2023 and 2022

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.

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

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.

Yello Partners Inc.

As of December 31, 2022 and 2021, the Company has

$ 505,000 and $ 385,000 owed to Yello Partners, Inc., a Company owned by the CEO.

As of December 31, 2023 and as of December 31, 2022,

the Company has $ 625,000 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 .

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

The balance of the note at December 31, 2022 and 2021 was $ 140,000 and

plus accrued interest of $ 32,633

and $ 16,333 ,

respectively.

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

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 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).

The balance of the Stanley convertible

note payable at December 31, 2022 and December 31, 2021 was $ 116,605 and $ 116,605 , respectively.

The Stanley debt is secured via

a pledge agreement on the SURG shares.

On March 31, 2023 Alpha and the Company extended the note maturity

As of December 31, 2023 and as of December 31, 2022, the Company has $ 140,000 and $ 140,000 owed to

Alpha Eda, respectively.

GBT TECHNOLOGIES INC.

1 unchanged sentence

December 31, 2023 and 2022

Stanley Hills LLC Convertible

Note Payable – Prior Related Party

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

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.

As of December 31, 2023 and as of December

31, 2022, the Company has recorded an outstanding balance to Stanley note payable amounted $ 661,395 and $ 0 , respectively.

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

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.

the SURG Common Stock issued to AltCorp as a result of the Settlement Agreement were pledged to Stanley.

As of December 31, 2021 there

were no surge shares pledges after the final settlement signed on December 22, 2021 and that replaced all prior settlement agreement.

The final settlement SURG agreed to make total payments of $ 4,200,000 to the Company on or prior to January 7, 2022.

This $4.2 million

amount consists of $450,000 paid by SURG in November and December 2021, $100,000 to be paid on or about January 4, 2022, and $3,650,000

to be paid on or prior to January 7, 2022 of which $375,000 will be held in escrow as described before.

The $ 3,750,000 was recorded as

other receivable as of December 31, 2021.

As of December 31, 2022, the Company has recorded an outstanding payable balance to Stanley

amounted $ 927,136 recorded under accrued expenses.

Consulting income for both the years ended December 31, 2022 and

2021 were $ 45,000 and $ 180,000 .

Consulting income are derived from providing IT consulting services to Stanley Hills, a related party.

As of December 31, 2023 and 2022, the Company has

recorded an outstanding payable balance to Stanley amounted $ 901,595 and $ 927,136 , respectively, recorded under accrued expenses.

Consulting income for the year ended December 31,

2023 and for the year ended on December 31, 2022 were $ 0 and $ 90,000 .

Consulting income were derived from providing IT consulting services

to Stanley Hills, a related party back then.

Note 18 - Legal Proceedings

3 unchanged sentences

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

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”.

Original lawsuit, the Company filed a cross complaint against the plaintiff and other third parties.

Recently, the court has

scheduled various hearings and a trial date set for December 27, 2021 which was later continued by the Court to September 28,

It was the Company’s intention to dividend its holdings of its wholly owned subsidiary Ugopher services Corp.

As UGO is the main dispute in the litigations described above, the Company has elected to sell UGO to a

third-party effective July 1, 2020.

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.

such, all third parties other than prior transfer agent of the Company have been dismissed from this litigation.

GBT TECHNOLOGIES INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

December 31, 2022 and 2021

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.

the clearing house for UGO.The Company noticed certain third parties that it intends to take legal actions to resolve this issue.

12, 2020 the Company filed a complaint in the United States District Court – District of Nevada - Case 2:20-cv-02078 against RWJ,

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”)

and GBT Technologies Inc., on behalf of itself and its agents (collectively the GBT Parties”), on the other hand.

Company the RJW Agreement effective September 26, 2022 with final signatures delivered to the Company on or about October 5, 2022.

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), and

in the United States District Court of the Central District of California (Case No.

2:20-cv-09399-RGK-AGR) with prejudice.

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.

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.

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

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).

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

This case is still pending with the Federal court and the Court has not taken any substantive action in the matter as

of the date of this report.

GBT TECHNOLOGIES INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

December 31, 2022 and 2021

In connection with SURG Exchange Agreement (see Note

5) - On November 4, 2020, Altcorp and Stanley filed an Ex Parte Motion in the District Court, Clark County, Nevada (Case No:

A-20-823039-B,

43) to appoint receiver and issue a temporary restraining Order against SURG and its transfer agent for alleged defaults on

prior exchange agreement.

On December 4, 2020, the parties entered an interim agreement which set the material terms of the settlement.

A final settlement was achieved per the interim agreement terms on January 1, 2021.

On March 4, 2021 the Company filed a motion to enforce

settlement agreements, as the Company alleged that SURG owes an additional $240,000 which is due and owing under the settlement agreements.

On June 24, 2021 per the June 23, 2020 Agreement,

the Company together with AltCorp sent SURG and its transfer agent via registered mail, a true-up shares demand for an additional 14,870,370

SURG shares as calculated per the Agreement.

As of the filing date of this report, SURG’s transfer agent did not answer the Company’s

Subsequently, SURG was a party to two lawsuits in

state District Court, the Eighth Judicial District Court for Clark County, Nevada involving AltCorp, Stanley and Glen Eagles Acquisition

LP (the “AltCorp Parties.”).

Each of these lawsuits were ultimately disputes relating to the total consideration SURG was

to pay the Company under the APA.

On October 18, 2021, the AltCorp Parties, the Company,

and SURG entered into a Memorandum of Understanding (the “MOU”) to set up a framework for an attempt to settle the two lawsuits.

On December 22, 2021 (the “Effective Date”),

pursuant to the framework in the MOU, the AltCorp Parties (and an additional third party), the Company, ECS, and SURG, Kevin Brian Cox

(SURG’s Chief Executive Officer) - in his individual capacity, entered into a Resolution of Purchase, Mutual Release, and Settlement

Agreement (the “Final Settlement Agreement”) to settle the two lawsuits and resolve all disputes related to the consideration

paid by SURG to the Company in connection with the APA.

On or about July 9, 2021 the Company filed a lawsuit

10 unchanged sentences

On or about February 2,

GBT was served with a First Amended Complaint (the “Complaint”) initiated by Gregory Mancuso and Rainer AG, a Swiss corporation,

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.

GBT TECHNOLOGIES INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

December 31, 2022 and 2021

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.

Note 19 - Contingencies

5 unchanged sentences

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:

in that certain patent filed with the United Stated Patent and Trademark Office on or about June 14,

TECHNOLOGIES INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

December 31, 2023 and 2022

2018 (EFS ID:

Application Number:

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.

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

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.

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

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.

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.

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.

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.

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

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 December 31, 2022.

Assignment of lease

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.

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.

GBT TECHNOLOGIES INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

December 31, 2022 and 2021

Note 19 – 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 December 31, 2022 and 2021.

Liquidity risk

The Company has an accumulated deficit of $ 299,257,917

and has a working capital deficit of $ 18,522,046 as of December 31, 2022, 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.

Sales for both the years ended December 31, 2022 and 2021 were $ 1,152,555

The Consulting income from related party for both the years ended December 31, 2022 and 2021 was $ 45,000 and $ 180,000 .

derived from providing IT consulting services to a related party and sales from amazon and Ebay.

Note 20 - Subsequent Events

On January 24, 2023, the Company issued a convertible

promissory note to Glen Eagles Acquisition LP in the principal amount of $ 512,500 .

The convertible promissory note bears interest of 10 % and is payable at maturity on December 31, 2023 .

GBT TECHNOLOGIES INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

December 31, 2022 and 2021

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 %

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 $ 6,653 .60

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.

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.

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.

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.

Upon expiration of the agreement, the remaining shares of common stock shall be returned to the Company free and clear of all

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 December 31, 2023.

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

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,

GBT TECHNOLOGIES INC.

1 unchanged sentence

December 31, 2023 and 2022

On June 10, 2022, GBT Technologies,

(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

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.

Company was required to contribute 500,000,000 shares of common stock of the Company (“GBT Shares”) to Metaverse Kit.

and the Company were to each own 50% of Metaverse Kit.

The Company pledged its 50% ownership in Metaverse Kit to Igor 1 Corp.

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

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

market and distribute the Meta Portfolio throughout

The Company was required to contribute 500,000,000 shares of common stock of the Company (“GBT Shares”) to Metaverse

Licensor and the Company were to each own 50% of Metaverse Kit.

The Company pledged its 50 % ownership in Metaverse Kit to Igor 1

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.

and Elentina were to provide services in connection with the development of the business as well as Metaverse Kit’s capital raising

The term of the Consulting Agreement was two years.

The closing of the Metaverse

7 unchanged sentences

on February 1, 2023 for 24 consecutive months.

Assets Sale - TREN

On April 3, 2023, GBT Tokenize Corp.

a subsidiary that is owned 50 % by GBT Technologies, Inc (“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

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, Bannix Acquisition Corp.

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 GBT Technologies Inc.

(the “Company” or

“GBT”), the Apollo System which is intellectual property covered by patent application filed with the US Patent and Trademark

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

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

(“Tokenize”), which is 50 % owned by GBT, where GBT 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.

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.

GBT TECHNOLOGIES INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

December 31, 2023 and 2022

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.

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.

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”)

On December 18, 2023, Bannix and Tokenize entered

into Amendment No.

1 to the PPA.

Per the amendment, Bannix and Tokenize agreed that the shares of common stock to be issued upon conversion

of the Series A Preferred Stock will not exceed 19.99% of the aggregate number of shares of common stock issued and outstanding as of

the closing of Bannix’s acquisition of EVIE (such maximum number of shares, the “ Exchange Cap ”) unless Bannix’s

stockholders have approved the issuance of shares of common stock upon conversion of the Series A Preferred Stock pursuant to the PPA

in excess of the Exchange Cap in accordance with the applicable rules of the market or exchange on which Bannix’s shares of common

On March 11, 2024, Bannix sent EVIE

and the shareholder of EVIE a notice providing that the BCA has been terminated (“BNIX EVIE Termination Letter”).

PPA was contingent upon Bannix closing the acquisition of the EVIE and due to the BNIX EVIE Termination Letter, on March 19, 2024 Bannix

and Tokenize agreed to terminate the PPA which was consented to by the Company.

Effective as of March 19,

2024, Tokeniz, entered into a Patent Purchase Agreement with VisionWave Technologies Inc.

(“VisionWave”) pursuant to which

VisionWave agreed to acquire from Tokenize the entire right, title, and interest of certain patents and patent applications providing

an intellectual property basis for a machine learning driven technology that controls radio wave transmissions, analyzes their reflections

data, and constructs 2D/3D images of stationary and in motion objects (“VisionWave PPA”).

The Purchase Price for the asset

is $ 30,000,000 (the “Purchase Price”), which VisionWave will pay with shares of common stock, $0.0001 par value per share

(the “Common Stock”).

The Parties agree that the final Purchase Price may be adjusted and will be governed by a valuation

report issued by a professional third party (“Valuation”).

If the final Purchase Price per the Valuation is less than $ 30,000,000 ,

Tokenize has the option to cancel this Agreement.

In accordance therewith, VisionWave agreed to issue and deliver to Tokenize, 1,000

shares of Common Stock (the “Shares”) representing 50% of VisionWave’s issued and outstanding shares of Common Stock,

where the remainder of the 50% of VisionWave’s issued and outstanding shares of Common Stock are owned by a corporation controlled

by Anat Attia.

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 Capital 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.

GBT TECHNOLOGIES INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

December 31, 2023 and 2022

Representation Agreement

On August 17, 2023, Tokenize, which is 50 % owned

of the Company, which provided its consent, entered into a Representation Agreement (the ‘RA’) with IDL Concepts, LLC (the

‘Agent’) , to represent Tokenize in a potential purchase transaction facilitated by the Agent transferring all of Tokenize’s

right, title, and interest in certain Assigned Patent Rights, as defined in the RA, free and clear of any restrictions, liens, claims,

and encumbrances, and may include rights to technology and software developed by Tokenize.

Tokenize owns certain provisional patent applications,

patent applications, patents, and/or related foreign patents and applications, and wishes potentially to sell all right, title, and interest

in such patents and applications and the causes of action to sue for infringement thereof and other enforcement rights.

Tokenize will

pay Agent a commission of 20% of any proceeds of any closed transaction under this RA, including all cash, equity payments and any other

form of consideration upon a sale, or any monetization activity under the RA.

The RA carved out certain intellectual properties held

by Tokenize that Tokenize is in active negotiation with third parties.

Note 20 – 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 December 31, 2023 and 2022.

Liquidity risk

The Company has an accumulated deficit of $ 316,911,353

and has a working capital deficit of $ 31,620,271 as of December 31, 2022, 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.

Per the Termination Agreement with Mahaser, the Company

did not recognize revenue in the year ended on December 31, 2023.

The Consulting income from related party for the year ended December

31, 2023 and 2022 was $ 0 and $ 90,000 .

Note 21 - Subsequent Events

Effective as of March 19,

2024, Tokenize, which is 50 % owned by the Company entered into a Patent Purchase Agreement with VisionWave Technologies Inc.

(“VisionWave”)

pursuant to which VisionWave agreed to acquire from Tokenize the entire right, title, and interest of certain patents and patent applications

providing an intellectual property basis for a machine learning driven technology that controls radio wave transmissions, analyzes their

reflections data, and constructs 2D/3D images of stationary and in motion objects (“VisionWave PPA”).

The Purchase Price for the asset

is $ 30,000,000 (the “Purchase Price”), which VisionWave will pay with shares of common stock, $0.0001 par value per share

(the “Common Stock”).

The Parties agree that the final Purchase Price may be adjusted and will be governed by a valuation

report issued by a professional third party (“Valuation”).

If the final Purchase Price per the Valuation is less than $ 30,000,000 ,

Tokenize has the option to cancel this Agreement.

In accordance therewith, VisionWave agreed to issue and deliver to Tokenize, 1,000

shares of Common Stock (the “Shares”) representing 50% of VisionWave’s issued and outstanding shares of Common Stock,

where the remainder of the 50% of VisionWave’s issued and outstanding shares of Common Stock are owned by a corporation controlled

by Anat Attia.

On August 8, 2023, Bannix Acquisition Corp.

entered into a Patent Purchase Agreement (“PPA”) with Tokenize, which is 50 % owned by the Company, which was consented to

by the Company.

The closing date of the PPA was set to be immediately follow the closing of the Business Combination Agreement (“BCA”)

by Bannix with EVIE Autonomous Group Ltd.

On March 11, 2024, Bannix sent EVIE and the shareholder of EVIE a notice

providing that the BCA has been terminated (“BNIX EVIE Termination Letter”) As the PPA was contingent upon Bannix closing

the acquisition of the EVIE and due to the BNIX EVIE Termination Letter, on March 19, 2024 Bannix and Tokenize agreed to terminate the

PPA which was consented to by the Company.

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

What changed 10-K

Item 9A. Controls and Procedures