What changed in this filing

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Item 3. Legal Proceedings

2024-08-19 compared with 2023-04-14 · 183 added, 217 removed, 30 unchanged (93% of the section changed)

5 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 filed against the Company and third parties by Robert

Warren Jackson and Gregory Bauer in Los Angeles Superior Court Case No.:

Relate to 2022:

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

On or about September 10, 2020, the Company through its agent of service was “served” with a complaint (the Company

contested service) that was recently filed against the Company and third parties by Robert Warren Jackson and Gregory Bauer in Los Angeles

Superior Court Case No.:

20STCV32709 (“Second Lawsuit”).

In the Original

Lawsuit filed, the court rejected the plaintiff’s claims that they were filing a purported quasi-derivative lawsuit.

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.

In the Original Lawsuit filed, the court rejected the plaintiff’s

claims that they were filing a purported quasi-derivative lawsuit.

As such, in this current litigation, the plaintiff is now again claiming

the action is a derivative lawsuit.

On October 13, 2020, the Second Lawsuit was removed by other defendants into Central District of

California (CASE NO.

2:20−cv−09399−RGK−AGR).

On February 2, 2021 the Central District of California dismissed the entire Second Lawsuit based on “demand futility”.

In the Original lawsuit, the Company filed a cross complaint against the plaintiff and other third parties.

The court has scheduled

various hearings and a trial date set for December 27, 2021 which was later continued by the Court to September 28, 2022.

the Company’s intention to dividend its holdings of its wholly owned subsidiary Ugopherservices Corp.

As UGO is the main dispute in the litigations described above, the Company elected to sell UGO to a third-party effective July

1, 2020 (See Note 17).

On September 17, 2020, the Company terminated Greg Bauer as consultant (resulting from the sale of UGO),

which he confirmed in writing.

On or about June 14, 2021 the Company stipulated with plaintiff that all third parties will be released

and plaintiff may file a new first amendment complaint that will name only the Company.

As such, all third parties other than prior

transfer agent of the Company have been dismissed from this litigation.

The Company is in default on this note.

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.

On February 2, 2021 the Central District of California dismissed

the entire Second Lawsuit based on “demand futility”.

In the Original lawsuit, the Company filed a cross

complaint against the plaintiff and other third parties.

Recently, the court has scheduled various hearings and a trial date set for

December 27, 2021 which was later continued by the Court to September 28, 2022.

It was the Company’s intention to dividend its

holdings of its wholly owned subsidiary Ugopher services Corp.

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

As such, all third parties other than prior transfer agent of the Company have been dismissed from this litigation.

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.

November 12, 2020 the Company filed a complaint in the United States District Court – District of Nevada – Case 2:20-cv-02078

against RWJ, Mr.

SURG is the clearing house for UGO.

The Company noticed certain third parties that it intends to take

legal actions to resolve this issue.

On November 12, 2020 the Company filed a complaint in the United States District Court – District

of Nevada - Case 2:20-cv-02078 against RWJ, Mr.

Jackson and against W.L.

Petrey Wholesale Company Inc for fraud, breach of contract, Unjust Enrichment and

other claims.

On January 28, 2022 the court awarded the Company an 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 for fraud, breach of

contract, Unjust Enrichment and other claims.

On January 28, 2022 the court awarded the Company with injunction against RWJ defendants,

where all fee funds generating from resale should be deposited into GBT blocked account, and therefore RWJ defendants cannot use these

funds without court order.

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

by and between RWJ Advanced Marketing, LLC, Robert Warren Jackson, Gregory Bauer (collectively the “RJW Parties”) and W.L.

Petrey Wholesale Company, Inc., (“Petrey”) on one hand;

Technologies Inc., on behalf of itself and its agents (collectively the GBT Parties”), on the other hand.

The Company the RJW Agreement

effective September 26, 2022 with final signatures delivered to the Company on or about October 5, 2022.

Pursuant to the RJW Agreement,

the parties have agreed to settle, release, and otherwise resolve all known or unknown claims between them and agreed to jointly stipulate,

move, or otherwise dismiss the lawsuits filed in the United States District Court of Nevada (Case No.

2:20-cv- 02078), in the Superior

Court of the State of California, County of Los Angeles, Central District (Case Nos.

19STCV03320 and 20STCV32709), and in the United States

District Court of the Central District of California (Case No.

and GBT Technologies Inc., on behalf of itself and its agents (collectively

the GBT Parties”), on the other hand.

The Company the RJW Agreement effective September 26, 2022 with final signatures delivered

to the Company on or about October 5, 2022.

Pursuant to the RJW Agreement, the parties have agreed to settle, release, and otherwise

resolve all known or unknown claims between them and agreed to jointly stipulate, move, or otherwise dismiss the lawsuits filed in the

United States District Court of Nevada (Case No.

2:20-cv- 02078), in the Superior Court of the State of California, County of Los Angeles,

Central District (Case Nos.

19STCV03320 and 20STCV32709), and in the United States District Court of the Central District of California

2:20-cv-09399-RGK-AGR) with prejudice.

The parties agreed and stipulated

to release all funds currently being held in a blocked account of $19,809 with 50% distributed to the RWJ Parties and 50% distributed

the Company or its assignee.

The Parties also entered into the InComm Assignment Agreement (“IAA”) which assigned, transferred

and conveyed all proceeds derived from the RWJ Parties’ agreements with Interactive Communications International, Inc., and its

affiliate Hi Technology Corp., including but not limited to that Master Distribution and Service Agreement between Interactive Communications

International, Inc.

and Petrey d/b/a UGO-HUB dated August 29, 2016, as amended (collectively referred to as the “InComm Proceeds”),

and which shall divide the InComm Proceeds 90% to the Company or its assignee and 10% to the RWJ Parties or their assignee.

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 afore referenced 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 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).

The Market Price is the average of the 5 lowest individual daily volume weighted average prices

during the period the Debenture is outstanding.

On May 28, 2019, the Investor delivered to the Company

a “Notice of Default and Notice of Sale of Collateral” (the “Notice”).

On December 23, 2019, in arbitration between

the Company and the Investor, an Interim Award was entered in favor of the Investor.

On January 31, 2020, the Company was informed that

a final award was entered (the “Final Award”).

The Final Award affirms that certain sections of the Debenture constitute

unenforceable liquidated damages penalties and were stricken.

Further, it was determined that the Investor was entitled to recovery of

their attorney’s fees.

Consequently, the arbitrator awarded Investor $4,034,444 plus interest of 7.25% accrued from May

15, 2019 and costs fee 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

The parties agreed and stipulated to release all funds currently being held in a blocked

account of $19,809 with 50% distributed to the RWJ Parties and 50% distributed the Company or its assignee.

The Parties also entered

into the InComm Assignment Agreement (“IAA”) which assigned, transferred and conveyed all proceeds derived from the RWJ Parties’

agreements with Interactive Communications International, Inc., and its affiliate Hi Technology Corp., including but not limited to that

Master Distribution and Service Agreement between Interactive Communications International, Inc.

and Petrey d/b/a UGO-HUB dated August

29, 2016, as amended (collectively referred to as the “InComm Proceeds”), and which shall divide the InComm Proceeds 90%

to the Company or its assignee and 10% to the RWJ Parties or their assignee.

Finally, the Company agreed to pay $40,000 to the RWJ

Parties or their assignee.

The Company accrued $49,847 expenses represent the final amounts due to the RJW Parties.

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.

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”).

23, 2019, in arbitration between the Company and the Investor, an Interim Award was entered in favor of the Investor.

On January 31,

2020, the Company was informed that a final award was entered (the “Final Award”).

The Final Award affirms that certain sections

of the Debenture constitute unenforceable liquidated damages penalties and were stricken.

Further, it was determined that the Investor

was entitled to recovery of their attorney’s fees.

Consequently, the arbitrator awarded Investor an award of $4,034,444 plus

interest of 7.25% accrued from May 15,

2019 and costs of $55,613.

On February 18, 2020,

the Company filed a motion with the United States District Court District of Nevada (the “Nevada Court”) to confirm the Final

Award and a motion to consolidate Investor’s application to confirm the Final Award filed in the U.S.

District Court of the Virgin

Islands (Case No:

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

On February 27, 2020, the Nevada Court denied the Company’s

motion to confirm the Final Award and motion to consolidate and further decided that the confirmation of the Final Award should

be litigated in the Virgin Island Court.

As such, on February 27, 2020, the Company filed a Notice of Entry of Order as well as

a Motion to Confirm the Arbitration Award, address the outstanding issues regarding whether Investor’s rights are subordinated

to other creditors and, thereafter, oversee a commercially reasonable foreclosure sale (Case No:

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).

the Company’s position that the Final Award must first be confirmed and all questions regarding the rights of Investor relative

to those of other creditors must be determined before any foreclosure sale can proceed.

It is further the position of the Company

that the previously disclosed foreclosure sale scheduled by Investor is being conducted in a commercially unreasonable manner and

that if Discover proceeded forward with the foreclosure sale it did so at its own risk.

Nevertheless, on February 28, 2020, Investor

advised that it conducted a sale of the Company’s assets.

As the date of this report Investor failed to present a deed of

sale for the alleged sale that allegedly took place as noticed.

The Company filed with Virgin Island Court the motions disputing

the validity of the alleged sale.

On July 28, 2020, Investor filed in the State of Nevada a motion for attorney’s fees $48,844 and

It was the Company’s position

that the Final Award must first be confirmed and all questions regarding the rights of Investor relative to those of other creditors

must be determined before any foreclosure sale can proceed.

It is further the position of the Company that the previously disclosed foreclosure

sale scheduled by Investor is being conducted in a commercially unreasonable manner and that if Discover proceeded forward with the foreclosure

sale it did so at its own risk.

Nevertheless, on February 28, 2020, Investor advised that it conducted a sale of the Company’s

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 attorney’s

fees $48,844 and costs $716 was denied.

This case is still pending with the Federal court and the Court has not taken

any substantive action in the matter as of the date of this report.

GBT Technologies, S.A.

On September 14, 2018,

the Company entered into an Exclusive Intellectual Property License and Royalty Agreement (the “GBT License Agreement”)

with GBT-CR, a fully compliant and regulated crypto currency exchange platform that currently operates in Costa Rica as a decentralized

crypto currency platform, pursuant to which, among other things, the Company granted to GBT-CR an exclusive, royalty-bearing right

and license relating intellectual property relating to systems and methods of converting electronic transmissions into digital

currency as reflected in that certain patent filed with the United Stated Patent and Trademark Office on or about June 14, 2018

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.

The Company has recognized the $300,000 as revenue during the years

ended December 31, 2018.

Upon GBT-CR making available for sale (the “Commercial Event”) an ICO (Initial Coin Offering)

(the “Coin”), GBT-CR will make a payment to the Company 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 notified the Company that it was in default on its Amended and Restated Territorial License Agreement (“ARTLA”)

dated June 15, 2015 and that the ARTLA had been cancelled and rescinded.

In connection with SURG Exchange Agreement –

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 a 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

the settlement agreements, as the Company alleged that SURG owes an additional $240,000 which was 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.

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.

Full and complete payment under the Final Settlement Agreement was

received on or about January 7, 2022 and a stipulation and order for dismissal was filed dismissing the action on or about February 1,

16, 2020, Investor motion for attorneys $48,844 and costs $716 was denied.

This case is still pending with the Federal court

and the Court has not taken any substantive action in the matter as of the date of this report.

Based on Discover notice in writing of

selling all the Company’s assets, the Company intend to invoice Discover for that sale and offset the settlement amount at the

end of the year.

On January 25, 2024 Virgin Island Court ordered that

Final Award is confirmed.

Relate to 2023:

On or about July 9, 2021 the Company filed a lawsuit

8 unchanged sentences

Taylor and TTSG.

On or about February 2, 2022, GBT was served with

a First Amended Complaint (the “Complaint”) initiated by Gregory Mancuso and Rainer AG, a Swiss corporation, Case No.

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

GBT’s responsive pleading is due on March 17, 2022.

GBT will be filling a demurrer to the First Amended Complaint based

on a variety of deficiencies with the First Amended Complaint, and will ask the Court to dismiss the claims against GBT.

As of filing date, the Company has not collected any amount issued by the Court from Terry Taylor and TTSG.

Stock Loan Receivable

On January 8, 2019,

the Company entered into a Stock Pledge Agreement with Latin American Exchange Latinex Casa de Cambio, S.A., a Costa Rica corporation

(“Latinex”), to provide that Latinex may maintain its required regulatory capital as required by various regulators.

The Company pledged 4,006 restricted shares of its common stock valued at $7,610,147 (based on the closing price

on the grant date) for three years for an annual payment of $375,000 paid in quarterly installments of $93,750.

In lieu of cash

payment, Latinex may pay the Company in virtual currency of WISE Network S.A.

valued at a 50% discount of its offering price of

$10 per token.

In the event that Latinex’s required capital has decreased below $5,000,000, Latinex is permitted to sell

the pledged shares of common stock only in an amount to ensure that Latinex can satisfy the required capital levels.

must consent to such sale of the shares of common stock, which may not be unreasonably withheld.

Upon expiration of the agreement,

the remaining shares of common stock shall be returned to the Company free and clear of all liens.

The Company recorded the value

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

balance sheets.

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

and the Company has no mean to enforce this payment.

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

to the Company for cancellation.

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

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

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

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, market and distribute the Meta Portfolio throughout the

The Company was required to contribute 500,000,000 shares of common stock of the Company (“GBT Shares”)

to Metaverse Kit.

Licensor and the Company were to each own 50% of Metaverse Kit.

The Company pledged its 50% ownership in Metaverse

Kit to Igor 1 Corp.

to secure a convertible note held by Igor 1 Corp.

The Company was to appoint two directors and Licensor was allowed

to appoint one director of Metaverse Kit.

In addition, Metaverse Kit, Licensor and Elentina Group, LLC (“Elentina”) entered

into a Consulting Agreements in which IGBM and Elentina, each were engaged to provide services for $25,000 per month payable quarterly

which Metaverse Kit has the option to pay in shares of common stock calculated by the amount owed divided by the Company’s 10-day

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

On March 14, 2023, the Company

received a counter signed Settlement Agreement and Release by Licensor dated March 2, 2023 (“Settlement Agreement”).

to the Settlement Agreement, the parties agreed that Metaverse Agreement, the Metaverse APA and the Consulting Agreement are void and

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

MINE SAFERY DISCLOSURES

1 unchanged sentence

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/A

Item 3. Legal Proceedings